back from the future
by HAWKEYE21343
Summary: the prequel that you have all requested and have been waiting for i recommend you read amazing before reading this
1. Chapter 1

Introductions

_**Queens New York 2011**_

Peter was busy packing things away in boxes he was excited about making a change in his life. The Professor was an understanding man; he offered Peter and his Aunt a place to live at the institute he was in charge of. He had gone back to the institute with one of his companions leaving the others to help pack because time was of the essence.

"Hey do you need a hand?" Said a voice from the doorway. Peter turned around and saw a young but tall teen, who was wearing a pair of red lensed sunglasses.

"Thanks if you could help me with my clothes in the closet." Peter said as he was busy carefully packing away his chemistry lab that he used to make his web fluid.

"The name is Scott by the way Scott Summers." Scott offered his hand as he introduced himself. Peter took it and curiously looked at his sunglasses and wondered what they were for.

"Nice to meet you, Peter Parker if you haven't guessed. If you don't mind me saying it's a bit dark for sunglasses don't you think?"

"My mutation allows me to shoot what I call optic blasts, problem is I had a brain injury and I can't control it unless I close my eyes so these glasses are made of ruby quartz they help keep my abilities in check."

"Oh well that kinda sucks. Are all of you guys so uncontrolled?" Peter asked

"Some are worse than others." Scott replied

Peter took this opportunity to ask about the hot brunette that had walked in with the professor.

"So Scott the girl with the white stripe in her hair what's her deal?"

"Her deal is she don't lahke when people talk about her when she isn't around." Peter turned and looked at the door and there stood a very miffed and confrontational woman.

"Sorry I didn't know you were standing there. We haven't been formally introduced Peter Parker."

Rogue just glared at him she thought this guy was just like Remy but she remained professional.

"You can call meh Rogue and your Aunt is wondering if your almost done?" she said sneering as she relayed the message.

"Tell her I will be done shortly I just have a few more things to pack." Rogue turned with a scowl to deliver his message.

"Is she always like that?" Peter asked

"You have no idea." Scott replied and went back to helping his new friend pack up.

Downstairs Rogue went to go see May and tell her things were moving along and that Peter almost ready. She turned the corner and saw Logan lifting some boxes and moving them to the curb for when the moving van arrived. As he walked by May looked down at his butt and sighed a little.

"Ah know easy on the eyes but hard on the body." Rogue blurted out

May nearly jumped out of her skin when she heard the young teen's voice.

"Oh my you scared me dear." May said as she held her hand to her heart. "I think you scared 4 years off my life."

"Sorry I just came to tell ya that your nephew is almost ready to go." Rogue said with a lot of contempt in her voice.

"Thank you my dear, would you be so kind as help me finish packing these heavier objects I am afraid I am just not strong enough." May requested and Rogue obliged. They had all the heavier stuff that May could carry ready to go some of it wouldn't go to the mansion as the professor had made arrangements for a storage facility close to the estate for their larger items. Once they had packed everything Logan came back to grab some more boxes, when he entered May caught her breath and started to turn red in the cheeks a bit. Logan grabbed some boxes not noticing the older woman. And left without saying a word.

"He always could take my breath away." May whispered under her breath.

"What was that?" Rogue asked as she couldn't hear her.

"Nothing my dear. Oh my here I am asking you to help me with all this I don't even know your name."

"It's Rogue." It was all she was going to say to the kind old woman. May just stood there and mulled it over and knew that couldn't be her real name and May being May she pushed for the truth.

"It's not a very flattering name. What did your parent's not like you?"

Rogue cringed when she asked that question and went right back to packing up more of May's stuff.

"I'm sorry I didn't mean open old wounds." May said apologetically

"It's fahne, Ah just don't like talking about it much."

"I understand my dear if you ever want to talk about it, I have an ear open to listen."

"Thank you Mrs. Parker but I am not big on sharing personal experiences."

"OK, I respect that but I would really appreciate your real name. When you're willing to tell me."

Rogue was a little surprised at how kind this woman was especially to a relative stranger.

"You know he likes you don't you?" May blurted out of nowhere.

"Excuse Meh?" she replied

"My nephew, he might deny it at first but a woman knows these things."

"Even if he does lahke me Ah am through with men hell with everyone in general."

May just looked at Rogue with a disapproving glance towards her choice of words which Rogue apologized for once she saw it.

"Why do you say you're done with men? Don't tell me you find women…" May trailed off not sure how to really approach the issue of homosexuality with the teen. Rogue emphatically denied it, she was truly straight. May just looked at the girl and recognized the signs that she had been hurt by someone.

"What was his name?" May asked

"Pardon?"

"The guy that broke your heart? What was his name?"

"What makes you think someone broke my heart?" Rogue tried to sound convincing but failed in the face of the experienced May Parker.

"Don't try to fool me young one I was once a heart breaker myself I know the signs of someone who has gone through a hard relationship."

"With all due respect ma'am I don't know you and I really don't feel like talkin about it so." Rogue deflected.

"When you want too I am here." She replied

After they had everything packed up May and Peter got into the van with Scott and Rogue while Logan drove the moving van. After a couple of hours they arrived at the mansion, Peter was impressed and wished one day he could own a place like this but given his history with lady luck he very much doubted it would ever happen. The walked in through the front door and were greeted by the professor and several others.

"Welcome I trust the trip was pleasant?" the professor said

"Yes it was thank you professor." May said

"Please call me Charles." the professor said as he heard chuckling and murmurs from behind him and decided to make the introductions official.

"Well I guess introductions are in order." The professor turned around and held his hand to his head and then people started arriving. The first to greet them was a kindly looking African-American woman with white hair.

"This is Ororo Munroe also known as storm." The professor said.

"Welcome it's a pleasure to meet you both." She said as she stood by the professor. Following right behind was her nephew Evan.

"Welcome to freak high." Evan said which promptly earned him a smack in the shoulder by his aunt and hushes him.

Then three boys walked in two looked to be in mid-high-school while the third looked to be in his early teens.

"These three are Roberto, Ray and Jamie." The professor introduced, they didn't say much they just nodded and took a seat on a nearby couch. Then without warning a puff of sulphur smoke appeared right in front of the new arrivals and inside the smoke was a small blue furred for lack of a better term Demon looking presence which startled Aunt May. Peter was about to spring into action when he realized his spider sense didn't go off.

"Kurt your Holowatch." The professor said alerting the young mutant he was appearing in his real form.

"Oh sorry I didn't mean to scare you Kurt Wagner." He held out his hand towards May but she was hesitant at first, which brought a look of familiar pain to the young mutants face. But Peter stepped forward and took his hand willingly. Kurt's face lightened when he did that indicating that there were no hard feelings. The next one to come out and meet the pair was a tall Bigfoot looking creäture with blue fur and wearing glasses. As with Kurt May was once again startled.

"This is why I don't go outside anymore; I'm a cute li'l fuzzy freak whose only friends are other freaks. Of course all of them can pass as human, when they like is it any wonder I sometimes get the blues?" Everyone looks at the big mass of hair and muscle feeling sorry for him. "That was meant to be a pun."

Logan just grabbed the bridge of his nose and shook his head. "Don't give up your day job hairball." Logan said. Hank just walked over offered his hand to the two newcomers and they took it graciously.

"Welcome to the institute if you excuse me I'll be down in the danger room preparing it for tomorrow."

"What's a Danger room?" Peter asked

"Don't worry about that, you will get a closer look later." Logan said with a hint of glee in his voice.

The last group that Peter met that night was a group of females one was a tall redhead that reminded Peter of MJ only taller. Then there was two girls with short dark hair one had a very muscled appearance, followed by an even shorter girl with a streak of blue in her hair and was chewing on a piece of bubble-gum. The next girl was a girl about 14 years of age with long dark almost black hair walking next to a girl with short blonde hair she looked about 18 but she was tall for her age apparently and then there was one girl about 16 with her hair up in a long ponytail.

"Hel-lo" was the only reply from the blonde haired girl. The professor caught an errant thought from Tabby and just sighed in frustration. "Come and meet our new student girls" the professor said and before he knew it Peter was surrounded by beautiful girls it was a teen dream come to life. The red-head who had stayed back as she was attached to a guy from school, introduced herself first but not before using her powers to lift the girls up and away from Peter.

"Sorry for their behavior but what can you do, my name is Jean. Jean Grey." She introduced herself and then dropped the girls on the floor in a massive heap but one girl just seemed to walk through them as if she was made of air.

"Like hi my name is Kitty Pride, what's your name?" Kitty said as she batted her eyes and held her head to the side in a cute looking way. Scott couldn't believe she was blatantly flirting with Peter right in front of everyone. That was until Tabby walked up and introduced herself and began flirting with him in a much more aggressive fashion. Peter was overwhelmed and just basically said his name and tried to back away slowly thankfully the other girls were a little less forward and introduced themselves as Rahne, Jubilee and Amara. Peter was kinda surprised by Amara as she spoke and walked with an almost royal persona. Peter found out later she actually was a princess from some country Peter had never heard of before. Some place called Nova Roma. Rogue got up and just left she had enough of hey how are you for one night and went to her room to get changed and get to bed, which the Professor agreed it was a good idea and suggested everyone get ready. Peter had started picking up their stuff the professor stopped him.

"Don't worry about those Peter, Kurt would you please take Peter's stuff to your room he will be bunking with you." the professor said

"What about Aunt May?" Peter asked

"We have arranged her own room Storm will show her the way."

Peter picked up a bag that held his spider-man equipment and followed behind the elf like mutant.

"Well everyone here is certainly colorful." Peter said to his new roommate

"Zhat is an understatement of zhee highest caliber." Kurt replied

Peter was walking past the girl's bathroom and wasn't looking and he bumped into Rouge and the two fell over Peter on the bottom and Rogue on top of him. The two looked deep into each other's eyes and they each felt a zing of some sort shoot through them but Rogue being the way she was just quickly got off Peter and stood up.

"Next tahme watch where you're goin'" she said as she stormed off to her room.

"She's a real peach." Peter quipped

"Ja, she is, thankfully you got her on a good day."

"If that's her on a good day what's she like when she's pissed off?"

"Pray to god you never find out." Kurt said half-jokingly. "Come on my room is this way."

The two arrived and peter grabbed a change of clothes and got ready for bed.

"What's her deal anyway?" Peter asked

"Vhat was that?"

"Rogue what's her deal, why is she so…her?"

"Vhy are you so curious?" Kurt answered

"I have my reasons." Peter returned

"You like her don't you." Kurt said with amazement. "Peter, some friendly advice it's best if you try to leave Rogue alone you see the nature of her abilities keeps her from touching people, if you came into contact with her skin she would absorb your life force your memories and even your powers if you have them."

Peter listened as he heard Kurt explain all about Rogue and a sudden dread began to fall over him.

"You like her don't you?"

Kurt had this look on his face that was a cross between sheer disgust and amusement.

"You misunderstand; you see she and I are siblings, well foster siblings anyway."

"I didn't know the professor took you all his foster children as well." Peter said feeling a little uncomfortable

"No, zhe professor didn't adopt or foster us or any of us. It was our mozher Mystique." Kurt nearly spit out her name. Peter could tell there was a lot of unresolved issues there and decided not to push. The two wrapped up their conversation and settled in for a well deserved rest.


	2. power time

Power time

The next Peter awoke to an annoying buzzing in his ears he turned over and found an alarm was set for 5:00 am

"Who in god's green earth gets up at this time of the day?" Peter said as he reached over and smashed down the snooze button. He rolled over to go back to sleep when Kurt teleported in.

"Come on sleepy head, time to get you measured and weighed."

"Huh?" before Peter could even utter any semblance of an intelligent response Kurt teleported himself and Peter to the lab where Jean, Hank and the professor were waiting to see Peter. Peter realized he was standing in the middle of the room wearing only a pair of jogging pants and several people were staring at him. Any sleepiness Peter still had was quickly adrenalized.

"What's going on?" Peter asked

"We are going to do a physical and mental assessment followed by a gauging of your abilities. So please go and stand over by that machine over there and we will begin the process." Beast instructed

Peter walked over and stood in front of a screen and a machine that looked like an x-ray was lowered to his chest after a couple of seconds the machine activated and was turned off.

"Good, now please sit down on the stool over there." The professor asked and Peter followed. A second later a helmet like device was placed over his head and began to hum quietly.

"What I am doing Peter is calibrating a large computer called Cerebro I'll show it later. You see mutant brainwaves and human brainwaves are different from each other with the help of Cerebro I can amplify my powers so I can sense every mutant in the world."

"Nice" it was all Peter could say.

"Now you brainwaves are a complete anomaly you're neither human nor mutant so your thoughts are a little bit more difficult to receive however, hence I am using this device to map out your thought patterns and brainwaves and storing them into Cerebro's memory so in the event of an emergency I have a brain pattern to follow."

"I get it but can I get this helmet off soon it kinda itches." Peter quipped

"Yes that should do. Now go behind that screen there and take off your clothes." the professor instructed.

"Whoa doc getting a little personal a little too quickly aren't we?"

"Don't be alarmed we have to perform a full body scan and clothes interfere with the results." Charles explained

"Ok, you're the boss." Peter walked behind the screen and disrobed he was walking out from behind the screen when Rogue walked in with a sore shoulder from sleeping the wrong way on it. She turned her head just as Peter walked out from behind the screen in all his glory and for about 30 seconds Rogue got a free show of all of Peter's parts.

"Something we can help you with Rogue?" Jean asked as she helped prepare the medical trays for Hank.

Rogue just stood there as she had just seen the most beautiful sight ever. Her mouth was agape and she may have even been drooling. Eventually she got her facilities back and explained that she had a bad shoulder. Jean grabbed her some ointment and sent her on her way. After the scan Peter put on a hospital gown and underwent a standard battery of test ranging from reflexes and grip strength to taking samples of blood and other bodily fluids, they were nothing if not thorough.

"OK Peter if you would please provide us with a sample of your webbing we will move on to the next portion of the testing." Hank requested

"Sure Doc. But I need to go back to my room and grab my equipment for that." Peter responded.

"You mean you don't produce it yourself?" Hank queried

"Not exactly." Peter gets up and walks toward the big furry mutant. "You see I suspect that when the spider bit me that gave me my powers it transferred some of its knowledge and instincts to me and one of the things it gave me was the knowledge of certain chemicals and enzymes that produce a substance that mimic's webbing." They all looked at Peter slightly amazed and confused. "If I can get my equipment I can explain better."

"No need Peter we will get a full demonstration, Hank if you would show Peter to the Locker room and have him suit up for the danger room." The professor said as he rolled out of the room with Jean

A few minutes later Peter came out of the change room wearing the standard X-men recruit uniform his web-shooters and his mask.

"Welcome to the danger room this is one of our main training facilities." Hank explained "For today's purposes we are simply examining the levels of your powers so no hidden surprises for today, any questions?"

"Yeah" Peter said as he fidgeted in his uniform "is there any way I can change out of this uniform it seriously cramps my style not to mention it itches worse than my suit."

"For today the suit has bio sensors in it that translates everything your body is doing and relays it back to my pad here." Beast said as he waved his IPAD in the air.

"Begin power assessment." A voice boomed over the loud speaker.

"What was that?" Peter asked

"That was the control booth" Hank points to the observation area where all of the students and staff were watching. "Now please list your abilities and the computer will make the necessary changes to test them."

"Well to start with I have the proportionate strength and speed of a spider. I have the ability to climb walls and stick to just about any surface, I shoot webs with the help of my web shooters and I have something I call a spider sense." Hank just looked at Peter to elaborate further what his spider sense really is. "Think of it this way within each of us there is something called a fight or flight response, it alerts us to potential threats and then we make a conscious decision on what we are going to do. Well in my case my fight or flight response was enhanced. When I perceive danger it's like a tingle in the back of my head, depending on the level of danger."

"I see is there anything else?" Hank asked

"What would you do if I said my mask gives me x-ray vision?" Peter joked trying to get a rise out of the females listening. In response the girls all crossed their arms over their chests and for those sitting down cross their legs. That is everyone except for Tabby she just smiled and beamed hoping to give Peter the best show in the house in her opinion.

"I would say we would need to keep it under lock and key when not in use."

"Yeah I suspected as much, good thing I don't have that although it would be so cool if it did." Peter turned to the crowd and gave a little nod as they couldn't actually see him wink with his mask on.

"Let's start with the strength." Hank instructed "please stand here."

Peter took his position and a hydraulic press lowered itself into place and Peter placed his hands on the plate and waited until he felt some pressure and then it grew heavier and heavier.

"1500, 1600, 1700, 1800" Beast kept counting and as he did the weight got heavier and heavier until Peter started to notice he was struggling. "2500, 2600, 2700, 2800, 2900"

"Ok that's it no more." Peter yelled and the weight was lifted. Peter dropped to one knee and took a couple breaths and soon he was back to normal. Beast was analysing the results, "Well doc what's the verdict"

"It appears you are correct Peter we measured your strength level of approx. 3000 pounds enough to lift say a small car like Volkswagen, but what's interesting is that when you use your strength your body undergoes a rather unique process, in this case with the weight coming down on top of you your body perceived that it was being well for lack of a better term squished it took the weight and distributed the weight evenly across your body allowing for better muscle control and limited fatigue hence why you were able to quickly recover after something that by normal standards would have crushed any human. Intriguing, now let's move on to speed."

The room changed and a small track made its appearance. "I take it you want me to run."

"Please." Beast answered simply. Peter got into position and began running he made 4 passes before he was told to stop. Beast was calculating the data while Peter caught his breath. And a surprised look came over Beasts face.

"Very surprising"

"What is it Doc?" Peter asked

"Says here you were only running to the equivalent of an Olympic sprinter I was expecting it to be much higher."

"I have no answer for you, tell you the truth if I was swinging I could generate twice that much momentum and be able to avoid any obstacles."

"How do you mean Peter?" Beast asked

"When I am swinging I can register obstacles before I get to them and I make the necessary changes in flight." Peter explained

Beast typed this data into his IPAD and the room began to change into an aerial obstacle course. Set in a New York City back drop

"Please make it from one side of the course to the other without hitting any obstacles." Beast said

Peter fired a web-line and started swinging up speed to get enough momentum stored that he flung himself through the air he was really moving then the first obstacle 'a power line' was strung across his path he dodged with ease the as he was falling he used his wall cling power to run down the side of the wall and then fired another line and was quickly back to speed and on his way after several obstacles which Peter evaded with little effort he was one obstacle away from the finish and his spider sense went of alerting him that there was danger he looked around and found a missile had locked on to Peter. Peter dodged the first pass and the missile never connected and with equally fast decision making Peter made a dash for the finish line when was just a few feet away the missile came back and Peter sensed it. He fired a web-line which gave him a vertical boost and rolled right over top of the missile missing him by centimeters Peter fired another web-line at the missile and used its speed to carry him right to the finish line. Peter used his stored velocity and flung himself off the web line and fell towards the laser Line and broke it with his hand and the simulation ended.

"Impressive, you not only showed what your abilities are, you also demonstrated quick thinking adaptability and if I do say so myself very unique cunning." Beast was looking at his Terminal and received the data. "Of course why didn't I think of it?"

"Care to let me in on the computerized POW WOW there Hank?" Peter quipped

"As you said enhanced fight or flight when your perceive a threat your brain stimulates your adrenal gland and as such it dumps adrenaline into your body at such a rate your muscles become supercharged but not only that your brain becomes hyper aware it must feel like the world around you moves at a snail's pace doesn't it?"

"Now that you mention it yeah it kinda does."

"Truly amazing" Beast says aloud

"Well that's me the Amazing Spider-man." Peter said as he takes a clichéd superhero Pose and placed his fists on his hips and puffs out his chest to make him look bigger than he really is.

Up in the control booth Charles and Logan were going over the data to ascertain Peter eligibility to working with the X-men.

"We still have some unanswered questions there Chuck, sure he has great potential but he has no formal combat training and he always worked alone so he needs to know how to work with a team."

"Agreed Logan; however I say has had enough for today." Charles reached for his head and began to communicate with Peter telepathically.

'_Peter please see me in my office once you gotten cleaned up and changed.' _

"Does he do that often?" Peter asked Hank

"In the simplest of terms yes and after a while you will get used to it." Hank stated as he walked out of the room shutting it down.

"What have I gotten myself into?" Peter mumbled aloud and left to go get a shower and changed.

"Peter was walking out from the shower and was changing when he realized all he on him was a pair of jogging pants that he used to sleep in, having no other choice Peter slung them on and made his way up to his room. In the upstairs Rogue was walking the halls trying out her new blackberry, she had become so engrossed in it she didn't realize she had started walking directly in the path of Peter just as he was coming out of the elevator and once again Rogue was given a view of Peter without his shirt on and the unfamiliar feeling of warmth began to flood all over her body as she saw in crystal detail every definition and Peters biceps and pectorals as well as his 12 pack washboard abs.

"Pardon me ….. Ah need to…. Maybe ah should ….. Ah need to…. Alright bye" Rogue incoherently stammered out and walked away leaving Peter awfully confused about what had just happened. He finally got back to his room grabbed a t-shirt and a pair of jeans and left to go see the professor.

A few minutes later peter arrived at the professors office as was about to knock when he heard the professor once more in the back of his head telling him to enter. He opened the door to find his Aunt May the Professor Logan and Storm waiting for him. Everyone was drinking a high tea except for Logan as he had a mug full of black coffee.

"Hello Peter how was the first day here?" May asked her nephew

"So far so good Aunt May how about you are you unpacked yet?"

"Yes that boy Jamie was a real help thanks to him I was unpacked in less than an hour."

"Handy, what can he like move at supersonic speeds or something?" peter quipped

"Actually I can make multiple copies of myself, only thing is I can't control it and so I have to be careful not to run into people otherwise." Jamie smacked himself and 4 copies of him appeared.

"Man you don't know how much I envy you kid. I can't tell you how often I have been late for class or missed a date because of my alter ego." Peter explained

"Yeah but sometimes it's more trouble than its worth." Jamie said

"What can I do for you Jamie?" The professor said interrupting the playful banter of the two boys.

"Just came to give you a friendly warning Kitty is trying to cook tonight again. Seriously can't you get a hold of someone and declare her food a weapon of mass destruction or something." Jamie said which earned a small smile from Charles.

"Relax Jamie I have already sent out for pizza no one will go hungry tonight. Now if you excuse me I have business to attend to."

Jamie turned and left and made his way back to the others.

"Now where were we, oh yes, Peter we wish to discuss a few things with you before the day gets too far gone. Firstly your abilities are truly unique but you lack refining so for the next little while aside from group exercises you will be taking classes with Logan on self defense and helping you to use your abilities to their highest potential. Second your aunt and I have enrolled you at Bayville high and you start classes in the morning. Now I sensed in you a great need to help people and that you plan on going out and doing what you have done for the past little while as spider-man I wish I could dissuade you from doing this however I won't stop you just be careful and you must be home at reasonable time no need to over tax your already tired body. Finally we have one last thing Storm will be working with you to help with team building exercises we suspect you have worked on your own for so long that you may not have the skills to work in a large team. Do you agree?"

"You bet Professor I will do my best however I do have to say that there will probably be days where I won't be home at a reasonable time if I run into serious trouble, if you get where I am going with this?"

"Just do your best Peter we can't ask for more than that. Now go and meet your fellow students and try and wrestle some pizza away before it's gone." The professor said half-jokingly. After they finished their drinks everyone left and a presence that the professor hadn't felt in a long time began to invade his mind.

'_Hello Charles once again we find ourselves on opposing sides'_

'_Magnus where are you?'_

'_Don't worry Charles I am around and do not try and locate me this is just a courtesy call letting you know if you get involved in any way with my plans I will show you no quarter'_

'_Magnus you know I can't stand idly by while you plunge the world into a war that neither side will win, this doesn't have to happen'_

'_I am warning you Charles stay out of my affairs.' _

Once again the feeling was gone and Charles said a silent prayer that he and his students are ready for path he has laid in front of them.

"God help us all."


	3. Welcome to hell AKA High school

Welcome to Hell AKA high-school

Peter awoke to the sound of his alarm and slowly dragged his tired ass out of bed. He had gone out the night before and patrolled the city as Spider-man thankfully Bayville is a lot quieter than New York City. Peter looked to the clock and saw it was 6:45 he had only been asleep for 4 hours he went to the shower room and found an open stall he turned on the cold water and it hit him like a ton of bricks but it got his heart and brain going a little trick peter had learned to keep alert, peter turned the cold water off and the shower warmed up nicely and he finished up he shut off the shower and grabbed his towel got dried off and wrapped the towel around his lower half and pulled the curtain back and found Rogue standing in all her glory applying her makeup and doing her hair. Peter couldn't speak he was awe struck and he took every second to take in her athletic body and then she looked and saw Peter's reflection staring at her. Rogue freaked out she grabbed her towel quickly wrapped it around herself and made a mad dash towards a shower stall. Once Peter's brain became fully active again he grabbed his stuff and left as quickly as he could when he looked at the door it was plainly labeled women's shower. He was so tired he never saw it.

'Great way to start a day Peter seriously' he thought to himself as he made it back to his room and got dressed. 10 minutes later everyone was at the main entrance waiting for their ride to school. Peter looked and saw Rogue dressed in her standard emerald green see through top with black tank top underneath with black pants and heavy boots. She looked up and saw Peter he smiled a lopsided smile to show how sorry he was about the incident in the shower, she just scowled and turned back to the door and walked off 'perfect Peter, just perfect'. He walked down the stairs and outside where a large van was waiting to take most of the kids to the high-school where Jamie being too young for high-school went to the local middle school Scott on the other hand had his own car a beautiful 1960's era Corvette.

Everyone packed inside the van and then they took off. After a short 20 minute drive the older kids were dropped off. Peter had tried to talk to Rouge about what had happened but she just brushed him off. Upon entering Peter went to the main office to get his schedule and locker assignment. He walked up to the secretary desk and introduced himself.

"Hello I'm sorry to bother you; my name is Peter Parker I just got enrolled here."

"Yes Mr. Parker the principal would like to see you, please enter she's expecting you."

Peter knocked on the door and was told to enter he walked to a chair and sat down, the female principle was writing something down in a file folder.

"Mr. Parker my name is Principal Darkholm I was just going over your file, it says you were a member of the photography club, school newspaper, and the science club and received straight A's until 6 months ago what may I ask happened?" Peter's Spider sense started flaring like a siren on a fire engine.

"Without getting to personal my uncle was killed and we have been struggling ever since."

"When you say we…?"

"My Aunt and I" he replied

"Uh huh, it also says here that you are a resident of the Xavier Institute."

"That's right is this going somewhere because I have to get to class."

"Right to the point I admire that. First here is your schedule and your locker number secondly I wish to inform you that the school board may allow you and your 'compatriots' to attend here but since they have there has been a lot of strange things happening around the school, I can't prove it but I know its them so consider this a warning Mr. Parker. I will be watching."

"Is that all Principal Darkholm?" Peter said trying to get out of the situation he was in.

"Yes your first class begins in 10 minutes, Biology with Professor Connors room 22a."

Peter got up and left and quickly made his way to class. Professor Darkholm got on her intercom to her secretary and told her she did not want to be disturbed for the rest of the afternoon. Just then some metal paperclips started to fly around in a figure 8 pattern and Principal Darkholm quickly became Mystique.

"_This new entry to Xavier's is interesting if we can figure the nature of his powers he would make an excellent addition to our cause" _a disembodied voice sounded

"Yes magneto however there is something I can't quite place it's almost like he knew who I was. If this is true it might prove a problem for your plans."

"_For now just keep a close eye on him take great care Mystique we are so close we don't want our plans to unravel because of one boy."_

"No Magneto, I'll find out what I can."

"_See that you do." _The paperclips fell to the desk and Magneto had gone.

Peter had made it to class with seconds to spare before the bell rang 'thank god for spider speed' he thought to himself. The teacher arrived seconds after Peter and greeted the new addition warmly.

"Hello young man are you in my class?"

"Yeah I just transferred here." Peter replied

"Well good timing with your arrival we can begin the next section of our class with even numbers please take a seat next to young lady in the corner, she will be your lab partner for the rest of the semester."

Peter looked where he was pointing and saw a familiar face he sauntered over and sat down next to Rogue.

"Is this seat taken?" Rogue looked up and saw Peter standing at her lab desk.

"Do you have some sort of death wish or somethin?" Rogue said with blatant hostility towards the young man.

"Hey I just got to class this is my first day and I got totally reamed out by the school principal just for being in the same school as you guys I walk in here and the teacher assigns me you as my lab partner. Now like it or not we had best try to get to know each other because we are going to be together for a long time, Comprende."

Rogue just grimaced and took a very resolved face true she may have to work with him but she didn't have to like it. Peter took his seat and class began.

"Hello welcome to biology 101 my name is Dr. Curtis Connors."

After introductions the class began. Peter was most impressed by the teacher, he was an older man early forties just starting to show signs of grey in his hair but what was most striking was that he had only one arm. Peter was curious how it happened he wasn't about to push it. he carried himself like a true scientist always analyzing making the adjustments he needs to get the proper result and this was evident as he observed each of his students and then re arranged the seating so as to get the proper and desired result. After class ended it was off to English class, then Math, Peter excelled in these classes but what was interesting was each of his classes was with Rogue, much to her dismay. Sure she thought he was cute but he was annoying egotistical, overly confident, and she even would be willing to bet he was a real ladies man judging by the way he presented himself. He reminded her too much of Remy and she was not about to open herself up to that kind of torment ever again. After class it was time for lunch Peter went to his locker put his books away and grabbed his lunch money. as he was turning around and he walked right smack into a mountain of a man. Peter looked up and saw a boy of about 16 although judging by his size he could have looked much older, he had a sneer on his face and wore overalls and had his hair shaved into a Mohawk.

"So you're the new kid at that loser academy huh." He said

"You talking to me their big boy" Peter quipped

"I don't see any other losers around here do you?" he replied he looked down and saw the Peter had scuffed his new shoes which were not easy to come by for a teen of his size. "Hey you scuffed my shoes, do you know how hard it is for me to find shoes?"

"All things being equal i'd say you go through several pair a day judging by your size and mass. Maybe you should consider Jenny Craig or join a Gym weight watchers has gotten some seriously impressive results. I mean look and Valerie Bertinelli she lost the weight and now shes walking around in swimsuits and bikini's all day Eddie Van Halen was a fool for letting her go." Peter ranted

"I know what you mean she is totally gorgeous." Fred said going with Peters rant as if they were old friends then the realization hit him like a ton bricks through a glass window "Hey quit trying to distract me!" he bellowed

"Lay off the kid Fred it's his first day we should make him feel comfortable."

Peter started to sniff the air and he was hit with the most pungent, foul smelling odor that could ever exist on god's green earth. Just then a short gangly kid with long legs, short arms and a really bad skin condition hopped out from behind the massive behemoth.

"If you want to make me comfortable then maybe you should consider extra shower time after Gym cause dude you stink." Peter quipped once more.

"Hey I got a condition yo." He replied

Peter turned around to grab his money for lunch when he noticed it was gone.

"Looking for this?" A silver-haired teen said as he was holding Pete's money in his hand.

"Looks like my money can I have a closer look to verify it?" Peter blinked and the kid was standing in front of Peters dangling the money in front of his face.

"Wow your quick." Peter said

"Fastest man around these parts." He replied

"Yeah that's what heard from the Ladies there Quick draw McGraw" Peter said trying to induce a reaction.

The teen was fuming he ran up to Peter and reached back with his fist and was about to deliver a punch at super-speed when Peters spider sense kicked in and Peter barely dodged the fist. Peter Looked at the stunned teen and took advantage and reached for the hand that had his lunch money and grabbed it back.

"Your pretty quick but no one is faster than me." The silver-haired teen huffed.

Just then Scott Jean and Kurt arrived to help Peter out.

"Hey back off" Scott ordered

"Or what goggle boy?" Fred boasted

Scott just grinned as his glasses reflected the light from a nearby window.

"Or you have to deal with her." Scott pointed behind them and their standing behind them was Principal Darkholm.

"Pietro, Fred, Todd do we have a problem?" the Principal said

"Not really teach just trying to get my money back from this thief." Pietro said as he pointed at Peter.

"As if, it was you who tried to steal my money" Peter said trying to tell the Principal his side of the story

"ENOUGH both of you, Mr. Parker please give me the money." She commanded

Peter did as he was told and handed it over.

"Now all of scat and as for you two detention after school, get going."

The group dispersed and Peter was left with no money for Lunch. The rest of the Xavier students gathered around Peter and showed him to the Lunch area. They all found a seat with the others and everyone was more than happy to give up some of their lunches to Peter once he explained what happened with the group that had tried to take not only his money but also his head right off.

"Man what a day." Peter said

"It's not over yet I'm afraid Peter, like, you have detention which means you're going to be for sure late to Logan's danger room session today which is totally bunk." Kitty said with a fair amount of trepidation in her voice.

"Is that a bad thing?" Peter asked inquisitively which no one answered they all just looked away as if he had committed a grievous error and it would cost dearly when he got home. The rest of the day went without incident, Peter and his "partner in crime" sat in detention not saying a word they just glared at each other anger seething off the silver-haired speedster while Peter just sat there radiating a calm demeanor which was causing Pietro's ire to rise, but inside Peter was deathly afraid of what awaited him back at the institute. Thankfully he packed his spider-man gear in his backpack so he wouldn't be that late 'old habits die hard' Peter thought. Once the detention was over the two teens left Peter found the closest bathroom he could find, He quickly got changed and exited through a window and started swinging off towards the institute. Peter was making good time he seriously thought he was going to make it on time and he wouldn't have to worry, but as always lady fate had other ideas. Peter was coming up to one of the main intersections of the town where he heard a lot of sirens he looked over and saw this building on fire he swung over to see what was going on when he heard a woman scream that her baby is trapped inside. Peter swung into action without thinking he flew through one of the windows on the floor she said she was on thankfully the fire had caused the glass to blow out making it a little easier to get through. He landed with ease and started quickly searching for the baby. Outside a news van had arrived and started filming.

"This is Janet Snow reporting live from a five alarm blaze raging through a downtown Bayville apartment complex, we are being informed that there is still a trapped baby inside and a masked person has arrived and is attempting to locate and rescue the missing infant."

Inside the building Peter was getting frantic Peter couldn't find the missing child and he wouldn't give up then in the background Peter heard crying he made his way over and found the baby in its crib he wrapped the child in a heavy blanket and ran toward a window and he jumped out just in the nick of time as the fire had reached the gas line in the apartment and an explosion rocked the room just as he exited. Peter fired a web line and gently lowered himself to the ground and handed over the baby to the mother.

"Thank you so much" She said as she took off towards an ambulance to get her baby checked out. Peter was feeling good until a police officer ran up to him and pulled his gun.

"You stop right there." The officer ordered. Peter was in trouble he could easily avoid the gun and he was just about to when he heard a scream coming from top floor. Peter knew he was the only one who could reach that scream with enough time.

"I'm going" Peter said to the officer. The officer knew he was right and put his gun away.

"I'll be here when you get back." The officer replied

"I ain't coming back chief."

"Go, go"

Peter jumped to the top floor and through a window; he landed on his feet and began searching.

"Anybody in here" Peter called out "hello". Peter saw a figure dressed in a blanket wandering aimlessly. Peter quickly made his way over to the person and grabbed them, just as he did he was caught in the face with a quick mini explosion of fire causing the wall crawler to fall backwards. Peter reached for his mask grateful it hadn't melted he looked back at the person he was trying to save when Peter saw it was him who was the cause of the fire.

"Sorry their mate but when I get going I just have a hard time controlling myself" The man said with a very thick Australian accent. "People call me Pyro, and it's a pleasure to make your acquaintance."

"I wish I could say the same however you torching a building kinda puts a damper on our friendship don't you think." Peter quipped

"Oh this" Pyro said as he pointed around the building and the flames that engulfed it. "This was all to get your attention you see my boss has followed your career with great admiration."

"It's nice to have fans. However if your controlling the flames can you turn down the heat a bit this suit itches a lot when I sweat." Peter quipped once more and Pyro obliged he may be crazy but he was always a gentleman.

"So who is this boss of yours and why didn't he come to meet me himself?"

"He did." A voice from behind Peter announced. Peter took a turn and saw a man dressed in a long cape covered in metal armor and wearing an open-faced helmet floating down from the floor above.

"You know I hope you know the Darth Vader look went out in the 80's right"

"Charming, Spider-man my name is Magneto and I have come to offer you a position within my organization."

"Really what does this job entail?" Peter replied

"Look at us, we are gods among insects. A person with your skills could rule by my side and be very lucratively rewarded for his services." Magneto spouted. "All it would take is your sworn allegiance to me and the removal of the humans from the power they think they have."

Peter realized this guys a zealous nut job and needed to get out of here before the building came down around them all.

"Well as tempting as that offer is I have a job already so I will have to politely decline your generous offer." Peter quipped as was about to leap out the window when his spider sense went off like an opera singer belting out at the top of her lungs inside a library and none too soon. Pieces of metal began flying through the air at Peter which he dodged with great agility.

"I always thought I had a magnetic personality but this is ridiculous." Peter back-flipped and dodged until he was right beside a window he was about to jump through it as a wall of fire sprung up blocking his path.

"Anybody for fried spider it's a great delicacy but you have make sure it's well cooked." Pyro said as he willed the fire to block Peters escape. 'Think Peter and do it quickly' Peter thought to himself he looked up and saw a piece of debris precariously hanging in between the two and him he fired two web-lines and pulled hard until the debris came swinging down knocking the crazy firebug out cold. Peter took the advantage and hopped out and swung away.

A few minutes later Peter arrived at the institute he flew over the fence and landed in front of the main door he opened it and hoped that fate was kind and he didn't have a mob of people waiting for him to explain his actions he peered around the corner and stuck his head in. as usual fate was fickle mistress as not only was the Professor and his aunt waiting for him so was Logan Scott and Jean.

"Hello Peter how was your first day of school?" Aunt may asked "did you have fun, did you meet any new people, or did you get in trouble have detention and did you save a child from a burning building?" Aunt mays tone noticeably changed when she mentioned the last couple of questions.

"You know how it is Aunt May one moment your leaving school and the next you get stopped by crazy Australian with obvious impulse control problems, and a Darth Vader wannabe with major delusions of grandeur. So all in all a very typical day of school for me"

No one was amused, least of all the Professor as Peter had just described Pyro and Magneto to a tee and he began to grow more concerned about his old friends plans. Also he had some explaining to do to Peter as it was he was now on Magneto's radar.


	4. enemy mine

Enemy Mine

"So how did you guys hear about my little adventure with the fire?" Peter asked trying to figure out how they found out so quickly.

"There was a news crew on the scene they were reporting on the fire and we saw you carry that baby out." Aunt May said so plainly that it was almost emotionless which Peter knew it meant she was either really pissed off or really scared.

"What was I supposed to do, let that baby burn? It's not like I go looking for trouble it seems to find me." Peter said

"Maybe it's because of that suit you wear bub it is kinda hard to miss." Logan said as he uncrossed his arms. "However heroic your actions were there are still consequences for your actions hand over your costume" Logan said as he walked over to Peter.

Peter was about to protest but he looked at the older mutant and knew it was pointless to argue he reached in to his bag and took out his costume and handed it over to Logan.

"And the web shooters" Logan added. Peters face had a look of unbelief he silently pleaded to Logan to reconsider this action but he wouldn't budge, and Peter handed over his shooters.

Logan looked at the young hero and said "is that all of it?"

"Yes that's all."

Logan turned around and walked behind the professor just before he disappeared into the hallway he spoke up getting Peter's attention.

"After your done up here meet me in the danger room you still have a lot to prove with me kid." And he was gone.

"Peter please join me in my office." The professor asked. Peter grumpily walked off with the professor ready to receive the punishment that was undoubtedly coming his way. Peter was lost in his own thought 'It figures, good old Pete always screwing up somehow, it never fails new town, new life, same old crap.'

'_With great power comes great responsibility isn't that what your uncle said to you?'_ Peter heard this in his head and realized it was coming from the professor. Peter looked at the professor and he just returned the gaze with a polite and gentle smile.

"You know that is very disturbing when you do that." Peter said

"So I have been told, but in this house you may wish to try to keep your inner monologues a little quieter" Charles said and Peter took a sheepish grin.

"Sorry just not used to being in a place where so many people depend on each other it's just been me and Aunt May for so long and with me being Spider-man I haven't had much time for her, So I guess I have gotten used to being on my own."

"Well now you are a part of a team which means your actions greatly reflect upon them. Remember Peter great responsibility."

"I know Professor but I was in an impossible situation what would you have had me do." Peter argued

"Oh I am not belittling the work you just did Peter you truly were a hero if I was you I would have done the same thing." Charles explained

"Then what was that whole display over there it felt like I was getting torn down for doing what I thought was right." Peter said

"Don't confuse disappointment with worry Peter your Aunt understood the position you were in and she I proud of you she just worries."

"And what about Logan, why did he take my equipment and my costume?"

"Ah well that you are going to have to talk to him about. you did a good job today Peter just try to be more discreet if possible now that you are here there a great many more lives that are at stake remember the world doesn't know of our kind and when they do they must be ready. I'm sure you understand."

"Yes professor."

"Now I believe your aunt is waiting for you should try to calm her down this much excitement is not good for her health." Charles smiled and then turned and wheeled away.

"Oh Peter those men that you saw today if you run into them again please tell me."

"Sure thing Professor." Peter then turned and went to find his Aunt. It didn't take him long as she was waiting for him down the hall. Peter walked right up to her and she just cried and hugged him Peter quickly returned the favor.

"I guess we need to talk huh Aunt May?"

"Peter I am not mad at you I am was just scared." She replied "Peter your my last blood relative and since you were a boy Ben and I raised you to be a good man and now I see that I don't have to worry about that. However you are a hero and I just want to be sure you are not doing this because you're seeking fame or glory, I don't want to see you lose your soul to the mask." Aunt may said as she expressed her concerns

"Aunt May I don't do this for recognition or for praise I told you what motivates me. After what to Uncle Ben I promised myself that nobody would suffer because of my unwillingness to help. This is my gift and my curse I hope you understand that."

May reached up and gave her nephew a kiss on the check and looked at him she no longer saw a lonely little boy who used to be so scared of thunder that she had to rock him to sleep at night. Instead she saw a proud noble man ready to take on the world and that made her very proud.

"Go I think Logan wanted to see you." Aunt May said as she walked away Peter walked down the hall towards the entrance to the downstairs entrance. He called for the elevator and stepped inside when it arrived. He reached his desired floor and stepped out to find Logan standing outside one of the workshops. Peter walked over to him reluctantly.

"Well I'm here so what punishments have you in store for me." Peter said to his instructor but Logan just smiled which scared Peter even more.

"First things first" Logan grabbed Peter by the shoulder and led him into the lab. "Web head meet forge one of our new recruits." The feral mutant introduced the two.

Peter offer his hand to the mutant but Forge was busy working away and didn't seem all that intrested. Peter took the momentary awkwardness to take in his clothing. To say they were retro is an understatement he looked like he just stepped out from a Cheech and Chong Movie minus the blood-shot eyes and the halo of marijuana smoke around his head. Peter also looked around and saw the workshop had been converted in to an almost private test lab for new equipment on one wall Peter saw a complex mathematical equation. The scientist in him was peaked and started doing the calculations in his head.

"Huh interesting, this formula you're working on here suggests that the mutant condition is activated by some form of external stimulus much like an allergy except the process causes an energetic response rather than a biological rejection. If this is true that means you could in theory block a mutants power and make them essentially human, ingenious." Peter squawked out which stopped the young mutant in his path. He looked up from his project and turned toward the white board where Peter was standing.

"You can understand that equation?" Forge asked

"Somewhat your math requires some more calculations it seems like you are missing some sort of variable." Peter explained

"I have worked on that for weeks and you come in here and figure it out in seconds."

Peter began to look nervous until the young mutant reached out and grabbed Peter in a hug. Peter just stood there scared and lost about what to do.

"Look I appreciate the fact that we are supposed to be a happy loving family but just so you know I don't stand on that side of the fence." Peter quipped as he usually did during uncomfortable situations.

Forge quickly let go of Peter and stood straight. "Sorry I got a little excited but finally meeting someone who can keep up with me scientifically is a real treat."

"Logan why are we here exactly." Peter asked the senior instructor

"Forge here is not only super smart but his mutation allows him to control and manipulate machinery and technology. The reason I took your equipment was so that we could upgrade change your look so that you will less recognizable in the future, show 'em what you got Sparky."

Forge turned around grabbed what was left of Peter's web shooters Forge had taken them apart to figure how they worked much to Peter's shock.

"My web shooters it's going to take me forever to rebuild them."

"No need my friend check these groovy things out."

Forge went to his table and grabbed what he was working on. He turned around and saw two new web shooters.

"Whoa incredible"

"I added some new features" Forge explained "first thing was that I kept the palm trigger I didn't want to mess with that so it wouldn't screw up your rhythm on that next I added a mini-air cannon for firing these." Forge grabbed a small little device and handed it to Peter "These are your new spider tracers when they make contact with a solid object they transmit a tracking signal that you can follow." Forge explained

"Handy" Peter blurted

"Oh we're not done these little darts here are filled with a curare based muscle paralytic when this little guy enters the blood stream it causes your muscles to freeze on the spot, there is enough in a dart to drop an elephant for an hour and its completely harmless and you can adjust the dosage using this dial here." Forge pointed to a small little knob on the back-end of the gauntlet like device. "And finally I took a look at your web fluid, absolutely amazing by the way, well I improved the formula now you have twice as much fluid in your cartridges and they have a greater tensile strength this stuff will stop a train at full steam. Also I increased the range and made some changes to your suit."

Peter walked with Forge and Logan to where his new suit was being made.

"You see that material?" Forge pointed to a roll of material on the side of the wall. "That material is the same material we use to make the X-men uniforms, now over here is a new tri-weave textile it uses a combination of Kevlar, titanium, and Nomex it allows us to make suits specifically for each member of the team. The Kevlar makes it so your protected from knives and slashes as well as makes you bulletproof to most small calibre firearms. The Titanium reinforces the Kevlar making it stronger and more resistant to damage and the Nomex weave protects you from fire. Now we take the two materials and blend them into a single piece of cloth." Peter stood there amazed by what was happening in front of him.

"So here is your new uniform." Logan said as he handed it over to Peter

"It's beautiful." Was all Peter could say as he looked at it, the color scheme was similar but not the same the blues went from regular ordinary blue to a dark navy blue and the reds looked almost crimson and the outer layer looked like it was coated in a flexible polymer giving it a little sheen in the light (AN: think the Amazing spider-man costume). Forge spoke up once again.

"We have been working on it since we figured out what your powers were, I took the material and modified a little more than some of the other uniforms first the inside of the suit has a layer of breathable tubes which pump water through them this will help keep you cool NASA astronauts have using similar technology for years, it should help with the itching as well. The outside as you noticed is coated in an almost reflective substance, this coating takes the wind resistance and cuts it down by half making you move faster through the air." Forge reached over and handed Peter his new mask. "This mask has been fitted with a radio transceiver which connects to the mansion when you're wearing it. It also gives a HUD (Heads up Display) similar to what fighter pilots use in their jets."

Peter put on the mask and the digital display began to overlay his vision.

"Whoa that's gonna take some getting used to." Peter said

"The HUD will display everything from your vitals to the location of the spider tracers. Well I guess that's it for now the only thing left is to fit it and test it out." Forge walked away leaving Peter and Logan to talk alone.

"So is this why you took my costume?" Peter questioned

"Well the other one was falling apart for one and two new team, new life, and new suit."

"Thanks Logan." Peter said

"Don't thank me yet you still have to go through a danger room session today and for being late I'm increasing the difficulty, now get suited up."

Peter took his new suit and went and got changed a few minutes later he was entering the holographic room trying to stretch out the new material.

"Ok Logan take it easy on me this a new suit that haven't broken in yet alright"

"Sure thing Web Head." Logan responded with deadly sarcasm. Peter heard it in his voice and gulped audibly. Without warning a battery of laser fire opened up on the young arachnid, Peter's spider sense blared off alerting him to the danger. He dodged dipped weaved and parried each attack when he got a chance he fired his new web shooters and gummed up the cannons. The cannons fired and exploded, Peter barely had time to breath when a barrage of saw blades and metal tentacles with scissors on the end suddenly lunged for him. Peter's agility was put to the test he noticed the tentacles were following him probably based on some sort of motion tracking system, he also didn't have anything that could take them out then he got an idea, he fired a web-line right in front of a tentacle and had it follow him around the room then the other one that was following him was closing in on him from the front if he timed it right the two should run into each other and take them out of the simulation. Peter was getting closer and then just as it was about to grab him he dropped from his web-line and ducked under the approaching tentacle and it soared over his head and the two crashed into each other and out of the fight leaving the saw launchers. Peter dropped to the floor and began to run toward the launchers dodging each shot coming at him until he was in web range and fired two gobs of his new impact webbing and they impacted on the motion trackers that Peter spotted earlier. Once the webbing hit the spot it expanded like it was under pressure and covered the entire launcher in web fluid.

"Simulation ended" the computer sounded and Logan came walking in with an IPAD in his hand.

"Not bad kid, in fact you scored the highest out of all our students to date." Logan explained

"So what's with the sour expression?" Peter asked

"It's not your score that upsets me it's your tactics. You rely on agility too much you don't take the fight to your enemy." Logan explained

"Well what's the point in taking it to the enemy when I can sense every attack made on me."

Logan scratched his chin for a second and an idea hit him. "You have a point Web's with your ability to sense danger you could very useful in a fight meet me here after school I want to see if we can hone that ability even further."

"Whoa I like that idea wait until chrome dome and his crazy Aussie henchman see me again."

Logan stopped cold grabbed Peter by the shoulder and turned him around.

"What are you talking about bub?" Logan said with deathly intent in his voice.

"Well when I was in the building there were two guys waiting for me in there one was an Australian with the ability to control fire and then there was this old dude dressed like he was from some futuristic medieval movie who started tossing metal at me asking me to join their cause." Peter explained

"Why didn't you say something sooner?" Logan demanded

"To be fair you guys never gave me a chance as soon as I walked through the door aunt May was jumping down my throat, you're steeling my equipment and the professor wanted to give a lesson on life. So forgive me if the topic of who wants me to join their cause kinda fell by the wayside." Peter pushed back. "Who were they anyway?"

"Magneto and Pyro I should have known this whole thing had their stench all over it. Do me and yourself a favor don't tell the others about what happened until we have a talk with the professor alright."

"Sure thing" Peter agreed rather confused but he felt better of questioning it and left to go shower and hang up his equipment.

'_Chuck it seems we have a big problem' _Logan said telepathically to Charles as he knew the telepath was listening.

'_Yes I know, Magnus is pushing towards his goal we must find out what it is and fast or everything we have worked for will be in vain.'_

'_Hopefully we are able to stop him in time.' Logan replied_

'_So do I Logan, so do I.' _


	5. Confrontation

Confrontation

Peter walked in to his Biology class out of all the classes he took this one was his favorite, not only because Dr. Connors was a great teacher and seemed to take a shine to Peter, but it was also because he could get to work closely with Rogue. Now Rogue would never openly admit it but she truly enjoyed Peter's company, sure he could be annoying just like Remy however that was where the similarities ended. He was resourceful, strong, caring and dare she say it very easy on the eyes but her broken heart just couldn't allow herself to let him in. She was damaged goods both physically and mentally so to protect herself she presented this cold exterior towards the teen arachnid.

"Alright students Pen, pencils and blackberries down for a few minutes." Dr. Connors spoke up. "Well once again the weekend has arrived so as customary I ask you all to behave be safe and be awesome. But there is something else next week is the week of homecoming which means the good old standard homecoming dance so as per school tradition the student body and the staff have put forth the list for homecoming queen nominations and the finalists have been decided." Dr. Connors reached over and grabbed his list and started reading it out aloud.

"First we have the reigning queen for the past three years Miss Liz Alan."

"Plastic Barbie doll wannabe" Rogue said under her breath which Peter heard clearly and smiled a mischievous smile.

"Second is a newcomer to our school and to the pageant Miss Deborah Whitman"

"Nerd" said Rogue Peter just grinned wider

"Third is Miss Jean Grey"

"Redheaded overachiever" Peter heard Rogue once more and just couldn't stop grinning and Rogue finally caught it and call him on it.

"And what are you so happy about?" Rogue questioned him

"Nothing, absolutely nothing" Peter deflected as the fourth and last name was given.

"Finally, another newcomer to the Pageant our very own Rogue" Dr. Connors finished reading the list and then continued his message. "Now the nominations for Homecoming king are still underway if you have any suggestions please see me by end of class on Monday."

The look on Rogues face was priceless she could have been knocked over with a feather. She sat there unable to process what she heard and then a flash went off in her face and it brought her out of her shock, she looked to where the flash came from and saw it was Peter taking a picture with one of his small digital camera's he always seems to have.

"So how does it feel to be one the Barbie doll wannabe nerdy overachievers?" Peter said as he snapped a few more pictures.

"Parker if you know what's good for you will stop taking pictures now." Rogue warned

"I'm sorry Rogue but as official photographer for the school newspaper it's my solemn duty to offer pictures of all four finalists."

Rogue just shot Peter a death glare that told Peter that her warnings were serious and put the camera away, which he did.

"Who in their right mind would nominate meh for homecoming queen? And if I ever find out who they are I am going to make them wish they were in another state." Rogue ranted. Unbeknownst to her the person responsible was sitting next to her and was trying to slowly slink away. Rogue caught the motion and looked at him curiously wondering why he was trying to run away when the realization hit her like a ton of bricks. Rogue was furious and Peter knew it the only thing saving him now was that class was still in session, then as lady luck would have it Peters curse struck again and the bell sounding the end of school sounded and Peter was fair game.

"You nominated meh didn't you?" Rogue said in a very scary and calm voice

"I reserve any answers for fear of self-incrimination and a need to preserve my physical well-being." Peter answered and then began to run out of the class room leaving enough space between them for other students to get in her way, which caused Rogue to stop for fear of absorbing someone.

"Alright enjoy your little escape for now but I know where you live." Rogue said aloud.

Peter made it to his locker grabbed his stuff and hightailed it towards any door he could find he made it outside and found a secluded spot where he could change into his spider outfit and tried to make his way back to mansion before Rogue did. He fired a web-line and started swinging off he was half way home when all of a sudden he felt a solid mass slam into him and fell toward the ground. Peter tried to fire a new web-line but it was too late and he hit the ground with a solid thud slightly denting a near-by trash bin. Peter looked up and found he was surrounded by four guys which Peter remembered from school.

"How ya doing, you must be this Spider-man our boss has raved about saying how you turned him down and then disappeared. I gotta tell ya yo, you must have some huge brass cojones to that to our boss." The shortest of the group sounded Peter sniffed the air and realized who this group was.

"Oh and you guys must be the infamous brotherhood of mutants I have heard so much about." The professor filled Peter in on the brotherhood awhile back. "So who do we have here let me guess?" Peter pointed to quicksilver first and started his usual banter to try to get these guys off their game because he was serious trouble if he couldn't.

"You know the silver spandex look went out in 80's, but if it makes you feel normal I am not one judge even though it does make you look like some retro drag queen or something." Peter quipped then moved to Fred.

"You know big boy you should really lay off the red meat carrying all that extra weight around can't be good for the old ticker, and as for you frog boy you seriously need a bath."

Peter then made notice of the last guy standing in the background. He looked about 17 and had dark hair he wasn't often seen around school but Peter remembers seeing Kitty hang around with him somewhat.

"What do they call you there tall dark brooding judging by your outfit probably something like space case or rocket boy I bet." Peter mocked as the teen standing in front of them was wearing a clear plastic visor over his head and covered in racing armour.

"They call me AVALANCHE." Just then Peter noticed the ground begin to shake and move forcing him to jump on to a wall and he quickly fired an impact webbing glob right inside his open visor blocking his vision but before Peter could react Toad jumped on the wall and kicked Peter right in the head dazing him.

'Great just my luck first I am targeted for termination by the queen of the terminators then I get attacked by the lost boys from hell' Peter thought to himself as he was suddenly pinned by Fred and he was applying just enough pressure to keep him pinned. 'Perfect just perfect' Peter thought once more as he struggled to breathe and free himself.

Back at the mansion Rogue came storming in a head of everyone looking for the wall crawling annoyance that had weaseled his way into her life.

"ALRIGHT YOU ANNOYING WALL CRAWLING SORRY EXCUSE FOR A LIFEFORM WHERE ARE YOU"

Rogue's outburst got the attention of everyone including Charles in his office when Cerebro's mutant alarm went off alerting the professor that in the general area a mutant power was being used he quickly checked the location and left to get his X-men on the scene quickly.

"Don't you dare try to calm me down that arrogant little bug is going to pay for what he did." Rogue ranted with May standing right beside her as she knew from previous experience only Peter could get someone this hopping mad in a single day.

"What did he do Rogue?" May asked wondering what kind of trouble peter got himself into.

"He nominated me for homecoming queen." Rogue hollered

"And…..." and May prompted trying to get more information

"And nothing, that's all he did." Rogue said with a tone in her voice which suggested that she wanted Peter to ask her to the dance and he didn't. The professor called out telling his X-men they needed to suit up and get into town Peter was in trouble. Everyone even Rogue who had forgotten for the moment that she was mad rushed down to the lower levels and got suited up they only hoped they would be there on time.

Back in town Peter was on the verge of passing out Fred was not big he was heavy and even the smallest amount of pressure from him was the equivalent of a fire engine being stuck on your chest thankfully Peter's spider strength allowed him to survive as long as he did.

"Why….doing…this?" Peter rasped out trying to buy time for him to arrange his escape.

"Oh it's nothing personal we just have our orders either you join us or we squish ya simple as that" Fred aka the Blob blurted out.

"Need….air… can't….breathe." Peter rasped out once more.

"Ease it up a little there Fred dad wants him relatively unhurt." Pietro reminded the big buffoon

"Alright." Fred lifted his foot a bit so he could take a deep breath, Peter was counting on this he was trapped but he had been playing it up so that he had enough wiggle room to fire his webs and pull himself free. Peter reached for his gauntlet like he was thrashing around and hit the paralyser dose selector and set it for a max dose and as soon as the Blob loosened up Peter fired a dart right into the leg of the clumsy behemoth.

"Huh what was thaaaaaaaa" Before he could even finish what he was saying the toxin worked its way through his system making him crumple under his own weight and over he fell on top of toad pinning the teen under a mountain of unmovable muscle. Peter fired a web-line and got some distance he perched himself on wall took a couple of deep breaths and was all set to run when the building began to shake and then the wall crumpled and Peter had no escape and down to the ground he fell once more.

"Your good I got to give that to you, but you're not good enough" Avalanche said he strolled over and stood next to Peter who was once again dazed by the fall but he was recovering quickly and decided to play possum once he was close enough Peter jumped backwards and kicked out at lance knocking him square in the jaw knocking him out cold. Peter's spider sense flared but not quick enough as he was punched by an invisible force. Peter guessed this was Quicksilver as no one he knew was fast enough to punch and run without being seen. Peter was trying to figure out what to do, he couldn't fight what he couldn't see and would disappear before Peter could attack then inspiration hit him he fired a wide spray across the ground making it very sticky no sooner did Peter do that Pietro was stuck in the webbing.

"Oh shit" was all Pietro said before Peter took advantage and knocked the speedster out with a single punch. Peter dropped to his knees exhausted and tired and he succumbed and passed out, a few moments later Peter was being woken up by the other X-men.

"Ugh…..About time you guys showed up" Peter winced as he took a breath he could tell at least a couple of ribs were broken.

"Take it easy Peter let's get you back to the mansion and have you checked out." Scott said as he supported Peter on his shoulder.

"Oh you might want to move jumbo over there he has someone trapped under him."

Scott turned around and fired an optic blast strong enough to move the massive mutant and underneath was a flattened but alive toad.

"Well they should all be ok once they wake up. They will limp on home once the fuzzies clear" Logan explained as he checked them out. "All in all kid you did pretty well let's get you home" they all packed into the van and left the scene before a crowd was drawn.

A couple of hours later Peter was resting in the infirmary. Hank had said his ribs were only fractured not broken but Peters accelerated healing was already helping to repair the damage. He was resting comfortably when he heard a door open he woke up to find a pissed off looking Rogue standing in the doorway.

"How ya feeling?" Rogue asked

"Like I was squished by a 500 plus pound blob. How are you?"

Rogue was not in any mood for Peter's sense of humor she quickly walked up to him and slapped him across the face.

"Ow, is this how this hospital operates? Because it really needs to review its bedside manner policy."

"Will you for once just shut your trap?" Rogue warned and Peter obliged.

"Now why did you put me on the list?"

"Oh am I allowed to speak now?" Peter quipped and Rogue responded with a death glare that Peter was beginning to find quite attractive.

"Alright well I was "volunteered" as the official photographer for the homecoming events so I had a little sway on who was placed on the list. Each of us was supposed to offer a nominee and blow me over with a feather the principal backed you when I suggested you and well her vote carried some serious weight next thing I know you're a finalist."

"You gave me a how not a why, now spill" Rogue retorted.

Peter hesitated and knew there was no way out so he told her.

"I nominated you because I thought you would have some fun and that it would help you out of your shell and help others see you for how I see you."

"Which is?"

"A beautiful, misunderstood, and lovely woman." Peter explained

Rogue was taken aback by that statement but she was still mad and she felt the need to get even and she knew exactly how she could.

"So I take it I can't get out of this can I?"

"I'm afraid not."

"Well in that case I am not going to go through this alone." Rogue said evilly

"What are going to do to me?" Peter said with trepidation

"You sir are going to run for homecoming King and are going to be my escort and I won't take no for an answer. So make sure you have a decent tux alright." Rogue got up and was about to leave when Peter spoke up.

"What color dress are you going to be wearing? I only ask so that we can match."

Rogue realized Peter was right and rather than say she didn't know she just simply responded with.

"I'll let ya know" and she walked out and closed the door.


	6. competition

Competition

Peter had fully recovered and was back to training the martial arts Logan was teaching him had become something of a release for Peter he found it oddly relaxing especially the Tai Chi. The weekend was quickly speeding away and Peter was hardly seen except for training sessions and dinner time he was always disappearing off somewhere with Forge working on something. Whenever people asked what he was doing all he said was it was a surprise. Meanwhile all the girls who were old enough decided on dress shopping for the upcoming dance for Jean and Rogue the shopping was less about the dress and more about who could out do the other. Since the nominations came out the two of them were at each-others throat. Rogue was saying that Jean would never win because she acted like a snob all the time and Jean was saying that Rogue wouldn't win because no one in their right mind would ever vote a Goth as a queen. Needless to say the already tense relationship between the two had gotten very heated and no one was about to get in the way of hurricane Jean and typhoon Rogue all anyone could do was board of the windows batten down the hatches and pray to god they survived.

All the girls were gathering at the front entrance waiting for the last of the girls to arrive. May had volunteered to be a chaperone on this excursion into the mysterious continent known as women's fashion along with storm.

"So, like Tabby have you found a date yet?" Kitty asked

"You know me shadow girl I always keep my options open." In reality no one had asked her and she couldn't understand why but she was never one to turn down a party so if she had one she was grateful if she didn't it was no skin off her nose. "What about you Kitty? Has a certain young brown-haired earth-shaker asked you out yet?"

"NO! And if he is well, he is like totally taking his sweet time." Kitty huffed

"Seriously I do not know what you see in that guy he is rude arrogant and has a major stick up his ass" Tabby argued

"Yeah he does but what can I say I have a thing for bad boys." Kitty said just as she heard the two bitching beauty queens verbally having it out on the stairway.

"Oh you wouldn't know the first thing about being homecoming queen you dark-haired emo Goth"

"Nice insult you ginger haired overachieving anal perfectionist"

"Here we go again." Amara said as she walked out of the kitchen towards the TV room.

May had enough of this she walked over to the two grabbed rouge by her shirt and pulled her down to the bottom of the stairs.

"Alright you two I have had enough of this constant bickering the way you two are acting neither one of you deserve the crown now in the interest of public safety I am going to take Rogue with me and you Jean will be with storm and for the rest of the day neither one of you will talk to each other look at each other or acknowledge the other until you both can be civil am I understood?"

Logan who had walked by stood there impressed and offered a little nod to the older woman. May just smiled and took Rogue to the car while the others followed. Meanwhile down in the workshop Peter and Forge were busy working away on their special project.

"You see I told you it was electromagnetic." Peter said to Forge

"You were right Pete I'm sorry I doubted you. It was the missing variable I needed to complete the equation." Forge admitted

"So now that we have the formula can we actually use it?"

Forge started plugging numbers into his new computer. Peter had found out that Forge and his family had been stuck in a virtual limbo of sorts since the 1970's which explained his use of slang and his clothing. While Forge was busy working on the numbers Peter was busy designing a very special gift he only hoped it would be well received.

Back in the Bayville mall the girls had arrived at the dress store and broke off into small groups to try and find the perfect dress for the dance. Rogue had no choice and was saddled with May and Jean was attached with Storm so that left Kitty and Tabby all by themselves. Jean had no problem finding a dress she found a red sequined halter style dress that really accentuated her ample bosom and had a slight up the side of the dress. Her boyfriend Duncan would have a heart attack when he saw her in it.

"Um Jean I applaud your willingness to go outside your comfort zone but isn't that dress a little much?" Storm queried.

"Oh trust me Storm when the student body sees me in this dress the crown will be as good as mine besides don't you think it looks great on me?"

Storm just bit her tongue and walked away. On the other side of the store the two shopaholics were busy as ants going through dress after dress mostly they just enjoyed the dress up however Kitty found one that really complimented her. A white with baby blue trim around the neck line that went down to her ankles at one side and angled upwards about mid-calf it was simple and elegant. Tabby was trying on dress after dress she was having a difficult time with it usually she didn't because she had a guy to impress but this time she had no one.

"What's the matter Tabby you have gone through almost every dress in the store now what's wrong? There are like five dresses there that make you look awesomely hot and just shrugged it off." Kitty pondered

"I guess it's because I don't have a date, you see, when I dress up I base it off what my guy looks like and I kinda dress to compliment him. It's shallow I know but I can't help it."

Just then Kitty caught Kurt and Scott leaving the tuxedo shop she ran over to the window and knocked on it getting the guys attention the two boys looked at each other and decided to see what was up.

"Hey Kitty nice dress you look nice." Kurt offered

"Thanks Kurt anyway do you guys like have dates for the homecoming dance?"

"Actually I vas asked by Amanda Sefton she and I are going togezer" Kurt said in his German accent

"Well how about you Scott?" Kitty asked

"Unfortunately I will probably be going stag Kitty. Why do you ask?"

"Because I just like totally found your date." Kitty reached over grabbed Scott by the arm and dragged him over to Tabby. "Here you go Tabby one male escort made to order."

"You have been hanging around Peter too long." Scott complained about her obvious inability to quip a pun. "Besides I didn't agree to any date."

"Oh relax Scott it's not you two will start dating or anything your just going as friends." Kitty explained. Scott looked at the blonde and considered what Kitty said.

"Is this alright with you Tabby?" Scott asked. Tabby brought her hand to her chin and thought it over; sure Scott was good-looking and all but she didn't like him romantically but given her overall lack of options at the moment decided what the hell.

"Sure Scott I think I'd like that." Tabby answered

"Great now that you have your date let's find the dress." Kitty pushed and with that the two boys left to go back to the mansion.

Across the store May and Rogue were having a harder time than anyone trying to find a dress. They were either too short wrong color for Rogues complexion or didn't cover enough skin.

"Alright missy what's the problem? I have found several dresses that would look awesome on you and you have rejected them all." May said.

"Oh Ah am sorry Mrs. Parker I really am it's just dresses and ah we don't seem to click. Besides ah have to be careful with what ah wear. It needs to cover my skin or else I might end up hurting someone. Tell ya the truth ah don't know why ah am putting so much effort in to this thing I'll probably end up losing the crown and spending the night sitting at a table while my date goes and flirts with the first available girl he can find."

May finally clued in and stopped walking and pulled the teen to a near-by bench and sat her down.

"This has nothing to do with the dance does it?" May asked.

Rogue looked at May confused wondering if she had gone crazy or something.

"Of course it's about the dance what else would it be about?" Rogue replied

"It could be about the man who broke your heart." May retorted

"Oh you're not on that again are you?"

"Yes I am and until you let it out it will keep eating you up and Peter doesn't deserve that."

Rogue took a couple of deep breaths and then she finally began to crack and tears began to fall from her eyes and May hugged her lightly like a mother to a daughter.

"His name was Remy we had dated for about a month and one day ah found him kissing Tabby. Ah knew he was trouble and ah tried to stay away but he was so charming and good-looking that ah finally let him in and things were great for a while. That day ah swore never again would ah be that vulnerable so I shut myself off from everything except the X-men and school. Now it's starting all over again and I don't want to have my heart-broken again."

"Rogue, that's hard for any woman to get over trust me I know from experience. But I do know one thing Peter is not like this Remy one of my Nephews more glaring attributes is his loyalty to others that has never been in question. Alright now let's find a dress that will make everyone's eyes pop out of their heads ok and with the right accessories you will be a stunner and still keep yourself in control, alright Rogue."

"It's Anna." Rogue said quietly

"What was that dear?" May questioned

"My name is Anna, Anna Marie."

"Nice to finally meet you Anna, come on let's find that dress." May was looking around and finally she saw it the perfect dress for Rogue.

"Here we are the Perfect dress." She reached for it and took it off the rack and handed it to Rogue.

"Mrs. Parker are you sure about this it's awfully pretentious." Rogue wondered as she looked the dress over.

"Trust me my dear Anna if there is one thing I know it the way to a man's heart." May replied

"Ah thought that was through his stomach?"

"That's how you keep a man, you see Anna there are three important steps to enticing a man. One is getting to know him his likes and dislikes. Second is physical attraction be slightly sexy but not so much that it looks slutty and third after you have him completely you keep by showing him you can cook. Once you have mastered those three things the rest will fall in place."

"Ok but I don't know anything about Peter so using your logic I skipped a step."

"Don't worry my dear after today you will know my nephew better than he knows himself."

Rogue listened as May explained everything about Peter and took the dress to the dressing room to try it on.

The week had seemed to fly there was only 3 days left until the dance and according to recent election poles it was tight race all around. The reigning Queen had a slight lead over everyone followed by a tie for second by Jean and Rogue with Deborah Whitman in last place. According to pageant rules voting continued until one hour before crowning so things could change rather quickly.

Rogue was walking along the hallway making her way to the cafeteria when she heard a bit of a ruckus normally Rogue would ignore this and go about her merry way but something stopped her this time and she followed the sound she peek around a corner doing her best not to be seen, training with Logan definitely had its advantages. Rogue took a look and saw several cheerleaders had cornered Deborah Whitman and were seriously harassing her.

"Please just leave me alone." Deborah pleaded silently praying that someone would come help her.

"Listen you little bitch we know we can't force you out the competition but if you get crowned, you are going to hand it over to Liz Allen do you hear me?" One of the cheerleaders threatened. As she knocked Deborah's books away and grabbed her by the arm and twisted it in an awkward direction making the timid teen double over in pain. Rogue had enough of this and stepped out from behind the corner.

"Hey let her go now." Rogue spoke up

The cheerleaders turned around and saw the Goth teen and laughed.

"And what will you do if we don't; you know the rules, the homecoming Queen must always project herself in a professional way if you're caught in any way breaking the rules you will be disqualified." The lead cheerleader taunted. Rogue stood there and thought it over. Since this whole thing began she had lived and breathed this competition but it wasn't worth someone getting hurt over. Rogue walked up to the leader of the group and balled up a fist and clocked her right in the face the girl fell to the floor out cold with a busted nose the other girls went to her aid. Deborah was grateful for the help.

"Are you alright?" Rogue asked the meek looking girl

"Yeah thanks, you didn't have to do that though." Deborah said with concern for her saviour

"That's right she didn't." a voice sounded from behind them it was the hallway monitor and she saw the situation from when Rogue punched out the team captain.

"Miss you need come with me." The monitor grabbed Rogue by the arm and brought right to the Principals office.

"Principal Darkholm? I found this girl in the hallways causing a disturbance. I saw her punch another student." The monitor explained

"Thank you. You may leave."

The monitor turned around and left leaving Rogue alone with the Principal.

"Tell me what happened?"

Rogue explained how she saw the girls picking on and intimidating Deborah Whitman and how they were hurting her Rogue warned them to let her go and they refused so she punched one of them to get her point across. This Q and A session went on all afternoon while the principal got all the facts. Eventually it came down to the security tape and Deborah statement that cleared Rogue of any kind of legal ramifications however she didn't get away scot-free.

"Well Rogue I must say you have placed me in a rather difficult situation on one hand you helped a student from personal harm on the other you broke not only school policy but the Pageant rules as well. Given the circumstances the punishment for your actions should be suspension which would include you being unable to attend the dance. However being that it was defence of your classmate I won't suspend you." Rogue breathed a sigh of relief the last thing she needed was to try and explain that to the professor.

"However the rules of the pageant are quite clear so I am afraid I must disqualify you as homecoming queen. I'm sorry."

Rogue turned around and left she had missed the whole afternoon due to the investigation and left for home the entire time she was crying.

The next day Peter caught up with Rogue he wanted to find out exactly why her name had been removed from the competition.

"Rogue, what's going on here why is your name removed from the list?"

"It's alright Peter it was never going to happen anyway so I release you from our date I never wanted to go in the first place." Rogue said plainly hurt obvious in her voice. Peter was having none of this pity party.

"Hell no, we are going and this time I am asking you to go with me. You and I are going to go to the dance we are going to have fun and I am not taking no for an answer do you hear me!"

"Why are you so dead set and determined that you and I go to this dance?" Rogue asked

"Because I like you" Peter blurted out "you are the most beautiful, smart, caring, strong-willed person I know and because of that I want to get to know you better." Rogue turned and looked at Peter she was seeing him in a whole new light and a smile began to form on her face. She walked right up to him placed her gloved hand over his mouth and kissed the back of her hand.

"One day ah hope we can share that kiss for real, sugah." Rogue turned and walked away but before she got too far she turned and said. "Ah hope you remembered your Tux."

Fear suddenly hit Peter like a ton of bricks in all the confusion over the weekend and the mess with Rogue he completely spaced on his Tux and the dance was tomorrow. Then he got an idea and hightailed it back to the mansion.

Meanwhile across town Deborah Whitman was walking home, she turned a corner to head to her street when she heard someone call her name, she turned around and found where it was coming from a football player from her school was quickly running after her. Fear gripped hold of her and she ran off but she was too loaded down with books to out run him and he quickly caught up to her.

"Whoa, hold up there, where you going Whitman?"

"Listen I don't want any trouble. Please leave me alone."

"(Ha, ha) you misunderstand there Whitman I am not going to hurt you I heard what happened with cheerleaders and I wanted to apologize and ask you if you had a date for the homecoming dance."

"Um, no I don't, before we go any further I have a question?"

"Shoot" he responded.

"Who are you and what's your name?"

"Oh sorry my name is Flash Thompson and if all goes well I'll be your date for the dance."

"Thanks pick me up at 6."

"6 o'clock on the button I'll be there." Flash took off and Deborah made her way back home with a smile.

Flash walked around the corner and met up with a bunch of other people one of them Liz Allen.

"Did you ask her?" Liz asked

"Yeah she doesn't suspect a thing."

"Good by this time tomorrow Deborah Whitman will be the talk of the dance."


	7. the dance

The dance

Peter ran through the front door of the mansion he quickly dumped his stuff in his room and ran down to the Forge's Lab. Peter found the retro teen working away on the project that two of them had started.

"Is it finished?" Peter asked

"Just making the final modifications now" a few sparks later and Forge stopped working. "Finished"

"Great how long of a battery life will this have?" Peter asked

"If my calculations are correct it should give you a full 12 hours before recharging." Forge answered

"Beautiful, Forge you are a miracle worker."

"Peter, why are you buttering me up?" Forge asked suspiciously.

"Forge can that machine of yours make any kind of clothing?"

"Of course, but what exactly are we making, do you need a new spider-suit already."

"No, I need a tux." Peter grimaced out

"Is that all, give me ten minutes to seal this thing up then we will get to work." Forge said as he set out to finish his project.

Meanwhile at the Whitman house Deborah came walking in with a smile on her face until she turned around and found her mother passed out drunk again. The teen placed her books on the stairs went to her mom to make sure she was still breathing and cleaned her up. Once her mother was squared away Deborah went to her mother's closet and grabbed out a sea green evening dress and quickly made her way upstairs to see how it fit.

A few hours later Deborah was making the last alterations to her dress when her mother came barging in to her room scaring the timid girl.

"What do you think you are doing with that dress?" Her mother said still in a drunken state.

"I was just borrowing it for the homecoming dance tomorrow." With fear in her voice

"Oh miss smarty pants is becoming a beauty queen is that right." Her mom said angrily "Well I hope you enjoyed playing dress up because you're not going."

"What? What do you mean I'm not going?" Deb asked

"You're not going and that's final."

"But mom I am a homecoming queen nominee I have a date all lined up." Deborah argued

"Too bad, too sad" Deborah's mom turned around and proceeded to walk down the stairs. Leaving Deborah heartbroken, inside Deb felt an incredible anger well up in side of her she charged out of her room down the stairs and right smack into her mother's face Deborah had had enough of her mother and her drunken ways.

"You are not keeping me in here; I am going to that dance." Deborah was steaming mad

"Oh really, the only way I am letting you out of this house is over my dead body."

Deborah balled up a fist reached way back and clocked her mother right in the nose, causing the elder Whitman to crumple under her own weight.

"I have had enough of you. I am going to that dance you will not stop me and things are going to change around here. Do we have an understanding?"

Deborah's mother just nodded her head in response.

"Good now if you excuse me I have some work to do." With that said Deborah went back to work on her dress and was not seen again for the rest of the night.

Back at the mansion Peter was pacing back and forth trying to get the nerves out of his system.

"Peter relax your tux will be ready in a moment." Just then the machine sounded its completion and Forge grabbed the material and told Peter to go try it on.

Peter went into the change room and put on the clothing he was just about finished when he realized it didn't fit properly.

"Uh Forge this outfit doesn't fit."

"Press the second button on your left jacket sleeve." Forge instructed. Peter did as he was told and the suit began to glow with electricity and became a fitted suit.

"Whoa, Forge what was that?" Peter asked

"It's my new material I got the idea from a movie with some Chinese guy called Jackie Chan."

"OK do I need an instruction manual or something I mean this thing won't shoot missiles out my ass will it?"

"Now it won't however that's not a bad idea." Forge thought

"Don't even think it. But I got to say buddy if a life as a superhero doesn't work out you would make a killing in the fashion industry."

"Thanks Pete now take your gift and go show that girl a good time."

"Thanks pal I owe you big time." Peter offered

"Yeah, yeah now get."

Peter took his gift and made his way back to his room he got changed and grabbed his gift and waited downstairs for Rogue and the others.

About an hour or so later Rogue walked in with a few of the other students. Peter looked and saw that even though Rogue was still going to the dance she was still sad and he had the best thing to cheer her up.

"Hey Rogue you got a minute." Pete asked his date

"Yeah sure Pete" Rogue answered.

"Alone if possible"

Rogue motioned for Peter to follow her to her room and when the two arrived Rogue took a seat on her bed and Peter remained standing. He took his gift from behind his back and offered it to Rogue.

"What's this?" Rogue asked

"Open it and see."

Rogue untied the bow and opened the box she looked inside and saw two things one was a corsage made with a purple rose and some other smaller flowers.

"Oh Pete this is beautiful." She picked it up and placed it on her wrist and admired it. She looked inside the box once more and saw a silver bracelet with a simple black stone in the centre. "What's this Peter?"

"Try it on and close your eyes." Rogue eyed up Peter but did as she was told. Peter walked over and pressed the stone and it turned red for a second then shifted to green.

'Now for the field test' Peter thought to himself he reached up and touched Rogue on the cheek which caused the young girl to freak out. Her eyes shot open and she sprung off the bed in shock when her senses came back to her she quickly realized Peter wasn't sprawled out on the floor in a coma.

"Peter what the hell is going on? Ah mean you touched me and ah didn't absorb you."

Peter just slapped his hands together and punched the air. "Yes it worked."

"What worked?"

"That bracelet you're wearing is a mutant power nullifier. Forge and I have worked on this for the past week."

"It's a what? A nullifier" Rogue questioned the excited boy in front of her.

"Essentially Rogue we found a way to switch off your powers, you can touch people again."

Rogue couldn't believe what she was hearing she quickly became very excited and rushed over and grabbed Peter with hands ungloved and nothing happened.

"Does anyone know you made this?"

"Nope, to tell you the truth I wasn't sure it was going to work, I didn't want to get anyone's hopes up."

Rogue grabbed Peters hand and quickly left her room and went to find the professor.

Charles was in his office making one last phone call as he had arranged for a limo for his students when Rogue came barging in to his office.

"Professor you're never going to believe what Peter did." Rogue said loudly

"Do you want me to guess or should I read your mind?" Charles said sarcastically

"Professor look." She held up her hands to show she wasn't wearing gloves and then touched Peter's skin.

"How is this possible?" Charles asked

"It's this bracelet Peter says that it nullifies my powers." Rogue explained

"Peter you did this….its amazing technology can it be used on anyone?" Charles asked

"Anyone with a mutant power, Forge has the blueprints so that they can be reproduced." Peter explained

"Truly amazing Peter I would like to have Hank look these over to make sure it's safe. If that's alright with you Rogue."

Peter spent the rest of the night explaining how the device works to Hank and before he knew it, it was time for bed and he needed the energy.

The day of the dance arrived and the teachers had taken pity on the senior students giving them only a half day so that they could get ready for the dance. Peter was nervous as he put on his tux and pressed the adjustment button making the suit fit him perfectly. He put on his shoes and waited in the hallway with the other guys.

"Hey Peter nice tux it's like it vas made for you." Kurt said

"Actually it was, a little favor from Forge he had the tux made specifically for me." Peter explained "so care to take bets on how long we have to wait for the girls upstairs."

"I have $5 on 20 minutes" Kurt offered quickly

Peter offered $10 on 30 minutes and Scott offered $20 on 5 minutes.

"I got $50 that says they will come walking down that staircase in 2 minutes and that Peters jaw will hit the floor." May said as she walked down from the upstairs.

First to come down was Kitty Kurt had offered to be her escort until he picked up his date and Lance did ask Kitty out eventually but said he wouldn't pick her up being that they are on opposite teams. He just said he would meet her at the dance.

"You look lovely tonight Kitty." May said as Kitty walked by

"Thank you Mrs. Parker." She replied

Next was Scott's date Tabby. She wasn't dressed to the nines like she usually was but the emerald-green halter she was wearing offset Scott's eye glasses nicely. Jean came out next wearing her outfit and having her hair puffed up like a 1940's lounge singer made Scott almost pass out.

"Told you this dress would break hearts" she said to Storm who had walked in from the kitchen.

"WOW Jean you look….different." Peter said

"Thank you Peter, it's nice to know there is at least one gentleman here."

"Oh Peter your date is next." May taunted and true to her word Rogue came down in a strapless black full length fitted evening gown and on her arms she wore full length arm gloves on one arm she wore her corsage and on the other she wore her nullifier and a black chiffon scarf draped across her shoulders. The dress clung to Rogue like Saran wrap showing every one of her curves she also had a silver sequined belt and diamond earrings. Peter was speechless, and then he said something that instantly got her attention.

"Dear god an angel just escaped from heaven and shes standing before me."

Rogue just blushed and took Peter's arm. Little did the young couple know, Storm had begun taking pictures but the two didn't care, all they saw was each other. Crowns, dances, school and everything in between didn't matter to them, in this moment they were all that existed. The limo arrived and everyone got in, they drove to pick up Amanda Kurt's date and then much to Scott's dismay went to pick up Jeans boyfriend Duncan. After that everyone was ready to go and they were off to the dance.

Across town Deborah was applying the last of her makeup when she heard a knock on the door. She quickly grabbed her purse and ran down stairs to find her date Flash Thompson waiting for her with a corsage.

"You look great, you ready" Flash said as he offered her the corsage

"Thank you this is very Pretty." She placed the corsage on her wrist and closed the door behind her and Flash escorted her to his car and the two left for the dance. A few minutes later everyone was arriving and the dance went into full swing, people were dancing, guys broke off into groups and hid in the corner while all the girls seemed to swarm the dance floor. after a while the DJ changed the pace and began to play some slow music. the women left the floor found their dates and began dancing. Rogue was feeling the need and asked Peter to dance he would have refused out of the need for public safety but Rogue didn't give him much choice. Peter took the traditional stance and Rogue followed suit, the two began to sway to the music. Rogue began to get comfortable and she shifted her head and placed it on Peter's chest. Peter went with it and put his arms on Rogues waist and he pulled her closer. The two of them were lost in their own world Rogue looked up from his chest and began to stare into his deep brown eyes. She raised herself on to her toes and positioned her head to place a kiss on Peter. The two were getting incredibly close they millimeters apart and just as they were about to kiss.

"Alright folks it's time for the crowning of homecoming queen." A student announced "could we get the finalists up on the stage."

Deborah and Jean went up together they both received a few hollers and cat calls but they took it in stride. The two took their place and were greeted by the homecoming queen for the past three years Liz Allen (AN: I know for those that read earlier I had originally said Gwen Stacy however I was rereading and discovered she is supposed to be dead at this time so I changed it.)

"Alright everyone the votes have been tallied, this year's homecoming queen is." A drum roll sounded as he opened the envelope. "In a surprise upset this year's queen is Deborah Whitman!" Liz walked over to Deborah gave her a kiss on the check and handed over her crown to the new queen. "And this year's king is Flash Thompson." Flash ran to the stage took his crown and played it up to the crowd. Jean began sulking she couldn't understand how she lost, She walked off the stage to go find her date and strangely she couldn't find him and she ran off to see if he was outside. This caught Scott's attention and excused himself from Tabby and followed after Jean.

Meanwhile Deborah was having the time of her life she had one the competition she was with a handsome guy and everything seemed right with the world. but on the outskirts of the hall the same cheerleaders who threatened Deborah were busy making preparations to take their revenge they opened a bag and inside was a balloon filled with chocolate pudding they took it out and went to find the best place to throw it.

"Wear it with pride Whitman. Just don't let it define you." Liz said with an almost tone of relief in her voice. "Listen I want to apologize for those girls they were just upset that I stopped hanging around with them." This peeked Deborah's curiosity.

"Don't let the crown go to your head alright, because it's awfully lonely at the top." Liz said as she began to walk off the stage but Deborah stopped her and gave her a hug in thanks. Deborah was on cloud nine but then she looked toward the crowd and noticed Rogue and a strange feeling came over her. She walked over to the microphone and decided to do something no one expected.

"Thank you everyone this is indeed a great honor, however I do not deserve this there is some one else who would be better suited than me. Rogue can you please come up here?" everyone was confused but they cleared a path that allowed her access to the stage. She walked up confused and stood beside Deborah.

"Everyone you all know that there was supposed to be four finalists but Rogue was disqualified what you don't know is that she was disqualified for defending me. So Rogue I think it's only fair that this year we share the crown." Deborah took the crown off and placed it on Rogues head and she began clapping followed by Peter then everyone began applauding Rogue turned towards her new friend and gave her a hug.

"Would our two queens please take to the floor with their escorts for the spotlight dance." The DJ announced. Deborah and Flash began to dance followed by Rogue and Peter and the just let the night take them over.

Outside the gym Jean was looking for her date she asked a couple of students if they had seen him and they said they had seen go out to the parking lot. Jean walked out and went looking she turned the corner and saw something disgusting. She found her boyfriend with his pants around his ankles screwing a cheerleader from the squad.

"Duncan…what are you doing."

Duncan looked directly at Jean and knew he was caught he scrambled for his pants but couldn't get them on properly.

"Jean this isn't what it looks like."

But Jean wasn't having any of it she turned around and ran away from the scene she began crying as she ran. She turned around the corner and ran right into Scott.

"Whoa Jean where you going" he said but he looked down and saw she was crying. "Jean what happened."

"Oh…Scott." She just grabbed him and began sobbing into his chest and he just held her and if she wanted he would hold her forever. Jean began telling Scott that she caught Duncan cheating on her. Scott became so angry he wanted to punch that jerks face in, then a few seconds later Duncan came around the corner and saw Jean in Scott's arms. Duncan ran towards them and sucker punched Scott in the jaw knocking him to the ground.

"Duncan what the hell do you think you're doing." Jean said furious at the young man.

"He had his hands all over my girlfriend."

"He was holding me not that tramp you were just screwing. Why don't you go back to her." Jean said with rage in her voice

"Jean I can explain that."

"There is nothing to explain. We are over are we clear." Jean said as she turned to help Scott up only for Duncan to grab her by the arm. Jean turned around and punched the young jock square in the nose breaking it and Duncan fell to the ground screaming. Jean went to Scott and helped pick him up.

"Are you alright?" Jean asked

"Yeah I think so." Scott replied

"Scott will you take me inside please" Jean pleaded

"Sure" Scott got off the ground and headed inside.

Meanwhile inside the two couples were just finishing off their dance as the song finished the four made their way over to the punch table. Peter started pouring some punch and passing them out when Liz came over and struck up a conversation.

"You look good as queen Whitman you to Rogue."

"Thanks Liz tell you the truth I'm surprised I won." Deborah said but the look on Liz's face suggested something else was at play.

"You see there might have been a little legal vote tampering. You see I never wanted the crown this year, plus I felt bad about what happened with those girls so I had Flash here ask you out and for the past little while I was telling people to vote for you Whitman, although I never expected you to split it with Rogue here." Liz explained.

Peter was listening intently then his spider sense went off he looked around and saw a large red balloon flying directly at the group Peter went right into action and tackled everyone out-of-the-way and the balloon went soaring over their heads and ended up impacting in the face of none other than Principal Darkholm covering her in chocolate pudding.

Peter followed the trajectory backward and found who threw it and he fingered the group of girls from the cheer squad.

"YOU FOUR WITH ME NOW!" the principal left with the girls just as Jean and Scott came back in seeing the principal they wondered what had happened.

"Well it's kind of a long story." Peter stated and then he noticed Jeans make up was smeared and asked what happened.

"Well it's kind of a long story, one I think we better tell later when we get home." Jean said and the group met up with all of their friends from the institute and the rest of the evening went without incident.

In another part of the state a humbled man sits in the dark alone his only companions is the voices in his head. Ever since the accident he hasn't felt the same almost like a part of him is missing. Then a noise catches his attention and instantly he became alert.

"Who's there?"

There was no answer he stood up and went to investigate and a cat leapt out of the shadows scaring the man half out of his wits.

"Dr. Octavius I presume." A deep voice sounded in that instant four metal arms shot out from the shadows they were seconds from their target when they suddenly stopped and no matter how hard he tried pushing they wouldn't move.

"Don't strain yourself Dr. I wouldn't want you to hurt yourself." A dark figured lowered from the sky clad in metal armour and wearing a helmet.

"Who are you?" the metal armed man asked.

"My name is Magneto and I am in need of your expertise."

"What could I offer you." Octavius asked.

"Your fusion generator technology is of great interest to me of course I would be willing to offer any financial assistance you might need."

"The only thing that matters to me is my research and revenge on the man who did this to me." He said holding up the metal arms to emphasise his point.

"Who was it?" Magneto asked

"Spider-man" he replied simply.

"Dr. we have much to discuss."


	8. Fallout

Fallout

After the dance, everyone piled into the limo to go back to the Xavier's school; except Duncan who was getting a VIP ride to the ER courtesy of Jean's right hook and Kitty as she had disappeared with her date. First stop was the Sefton residence where Kurt walked Amanda to her door.

"Thank you for taking me Kurt it was super fun!" she said blushing.

"Ja it vas, you know Amanda if it's alright vit you, maybe you and I could do this again. Say next Saturday?"

"I'd like that! You can pick me up at 6:00?" Amanda said as she was reaching in to her purse for her keys. At the last second she turned to Kurt and placed a huge kiss right on his lips. After a few seconds she broke it off and walked inside leaving Kurt shocked and surprised. As he turned around he noticed everyone staring at the scene; and they all started clapping and cheering. Kurt began to blush at the reception. He was walking on cloud 9 at that moment and he did not want to come down. Everyone climbed back in the limo and proceeded back to the mansion. Jean was tired after her disastrous night and just wanted to go to bed. Scott wanted to make sure Jean was alright; but as he watched her out of the corner of his eye he knew she was not in the mood for a shoulder to cry on. So Scott being the gentlemanly escort walked Tabby to her room to say goodnight.

"Hey Tabby look I would like to apologize for leaving you at the dance."

"It's ok Scott, besides while you were out I got the number of this really cute guy while you dealing with Duncan." Tabby said. Scott leaned down and gave Tabby a little kiss on the cheek and smiled at her. Scott then walked off back to his room and he quickly got dressed and drifted off to sleep.

Rogue and Peter decided to take a walk as they were still really wired, they made their way to the Patio. The scene was very romantic the stars were shinning the moon was full and bright and the ocean gave a soothing noise. It was clichéd but she liked it.

"Peter Ah had a wonderful time."

"Well you were good company Rogue."

"Thanks, but Ah gotta admit seeing those cheerleaders get suspended was a memory Ah will never forget." Rogue laughed

"Same with seeing the principal covered in chocolate pudding that will forever be sealed into my brain." Peter added. Rogue looked down at her wrist where the nullifier sat.

"Ah would really like to thank you for this Peter." Rogue said as she held up the device around her wrist.

"That is only a prototype Forge and I are working on ways of streamlining it and waterproofing so you can wear it when swimming." Peter explained. Rogue was stunned she just couldn't understand how a person like Peter ever fell into her life. Since her mutation kicked in she had always been closed off and separated from the world, now she had chance at a normal life once more.

"Penny for your thoughts" Peter said noticing that Rogue had drifted away. "So where do we go from here."

"Well ah'll be headed off to bed and you can go where ever you want but seeing as you gave me a wonderful present and showed me a wonderful time I do have a small gift for you." The brunet said as Peter turned towards her.

"Really, when do I get it?" Peter said like a schoolboy at Christmas.

"Right now" Rogue walked over and grabbed Peter by the arm and started tilting her head to the side and inched closer, so close in fact peter could smell the cherry lip gloss she had on. The two were just about to kiss when….

"Ugh! That no good, slimy, egotistical, horndog." Kitty yelled out the two broke away from their embrace to see their friend and teammate fuming and crying holding her dress where it was freshly torn.

"Kitty? What's going on?" Peter asked surprising the young mutant.

"Peter, Rogue, what's going…..sorry I didn't mean to interrupt."

"It's fahne, what's wrong." Rogue said comfortingly.

"Lance, he and I….." Kitty hesitated and she began to cry again, Rogue walked over and held her roommate in a comforting hug.

"Kitty did Lance hurt you in any way?" Peter asked barely keeping his anger in check

"No….we were in a hidden spot and we began to kiss and things started getting a little heavy and I tried to stop but Lance he kept pushing and he grabbed at my dress and that's when he tore it. I knew I was in trouble so I phased through a wall and I took lance's hand and left them stuck in wall and I took off and ran all the way here." Kitty explained.

Rogue looked at Peter and motioned that she needed to bring Kitty inside Peter nodded his head in agreement and she walked the girl to the bathroom to help clean her up. While Peter went to tell the professor what happened.

An hour later Peter was in conference with Charles, Logan, Hank and Scott explaining what had happened to Kitty. This left the adults with a rather large problem they know justice needs to be served and under normal circumstances the police would be called however if they were to do that the secret about mutant existence would be blown also as of yet no jail cell has been invented that could hold any mutant let alone one as powerful as Lance. With that option essentially removed they had only two options one do nothing or two send the X-men and deal with it personally. Neither seemed to be an option for Charles doing nothing meant Lance would get away with this attack and if he sent the X-men it means he gives them the go ahead to become vigilantes. Kitty walked in the room with Rogue right beside her, the two girls walked over to Charles desk and Kitty took a seat in a chair across from him. Kitty felt like the whole world was watching her now. Sure she felt violated when Lance attacked her, but the feeling she was having at that moment made her feel much worse.

"Kitty, how are you feeling?" Hank asked

"Rather embarrassed and stupid, you were all right I should never have gotten involved with Lance."

"Kitty don't be too hard on yourself if anything I should shoulder some of the blame." Charles said surprising everyone in the room. "I have often tried to get all of you to see the best in people even those who would be our enemies and because of that you trusted the wrong boy and you got hurt."

"Professor there was like, no way you could have known what would happen. As far as I am concerned I would rather forget it ever happened." Kitty said doing her best to put on a fake smile which Peter could see through very easily. Not too long ago one of his best friends came to him telling him how her Father tried to rape her and she was able to fight him off. His friend of course was Mary Jane Watson and for weeks afterwards she would always plaster a fake smile and pretend like nothing happened.

"Well Kitty, this event has left us in a rather, awkward shall we say, position. Normally we would have the police involved however that option has been ruled out. As we see it we have only two options and I wanted to know how you felt before we did anything we might all regret." Charles explained

"Like I said I just want to forget this night ever happened and if you don't mind I would just like to go to bed." Kitty got up and left in a rush Charles looked at Rogue and she nodded and left on Kitty's heals knowing that she should not be left alone.

"Well it appears our decision has been made but I feel it was based out of fear and embarrassment and given the late hour I recommend that we all get some sleep." Hank said and everyone agreed. Everyone that is except Peter he wasn't able to help his friend when she was attacked but now he had the means to help get even. Peter left the office and went to his room to change into his spider-suit. He got dressed quickly and fired a web-line and swung away through the city to where Kitty left Lance. It was doubtful he would be there but maybe he could find a clue about where to look.

Spidey arrived at where Kitty said she left him and all he found was a pile of rubble and a hole in the side of the building. Peter searched the area and found nothing, He was tempted however to start swinging through the night trying to find him but that could take hours and then people would be on to the fact he was gone. Peter decided that discretion is the better part of valor and headed back to the Mansion to get some rest he may not have found him tonight but he knew where he would be come Monday.

For the rest of the weekend Peter was in a very bad mood no one could approach him even Logan thought it was wiser that he stay away and give Peter some space. Pete had spent most of his weekend training down in the danger room fighting simulations of Avalanche not only was Peter building up to his confrontation with the earth shaker but Peter was also learning his moves his habits and trying to find anything he could exploit. Peter was just finishing off his last session when Kitty walked in she had noticed how Peter had been and she knew it was because of what happened.

"Hey Pete, have a good workout?" Kitty asked

"Not bad. Did you want to use the room or was there something you wanted to ask me." Peter said as he pulled off his mask and grabbed a water bottle and chugged it down.

"Listen Pete you have a lot of people worried about you. Even your Aunt is concerned you might be getting ready for something foolish."

"Don't worry about me Kitty I will be fine." Peter said as his malice poured out of him.

"Look like I said the other day I don't want you or anyone else fighting my battles what happened…" Kitty drifted off as she was almost on the verge of crying once again. "Look Pete I appreciate what you're doing but it's alright you don't have to do anything, it like totally never happened alright."

"No Kitty, it happened. It happened when my uncle died, It happened when a good friend of mine was nearly raped, It happened when a woman I cared for died." Peter said nearly at tears himself as he vented every emotion he had felt. "Every time it has happened I was unable to stop it or bring them to justice this time, this time! I won't let it happen Lance is going to pay for what he did and no one is going to stop me. Not this time." Peter stormed off leaving the young mutant scared for her friend.

Monday rolled around and everyone in the school went about their normal routine the girls all got together to discuss their weekend and what not but the real topic of conversation was the pudding balloon incident at the dance and the break-up of Bayville high's super couple Jean and Duncan. Mostly everyone sided with Jean so she got a lot of support from her class and teammates. But People didn't notice was Peter Parker was on the war path looking for one particular person. He plowed through the hallways looking for his objective. Peter rounded one corner and saw who he was after and walked over with an angry stance fists balled and ready for action he got to within ten feet of Lance when Peter was cut off by Scott and Kurt.

"Going somewhere Pete?" Scott asked

"Get out of my way Scott."

"I can't let you do this Pete this isn't our way of handling things." Scott said trying to get Peter to see reason.

"Not our way you have known me for what a couple of months how do you know this isn't my way, now get out of my way." Peter tried to push through the two but they just grabbed a hold and kept him in place. Peter began to flail and struggle but the two of them wouldn't budge they pushed Peter through a door and brought him out to the court-yard.

"Scott I don't want to fight you, so let me go and I will deal with this." Peter yelled

"Not this tahme, not like this." Peter turned around and saw Rogue and Kitty walk into the courtyard.

"What are you gonna try to talk me down, is that it." Peter hollered

"Pete why are you acting like this all he did was tear my dress." Kitty said

"Yeah, and if it wasn't for your powers how far else would he have gone?" Peter retorted.

"What is with you. You act like it's your responsibility to protect the world." Rogue pushed

"Not the whole world Rogue just those that I care about." Peter said as he began to break down. "Too often I have let the people I care about down. My uncle, my aunt, MJ, Gwen, all of them counted on me at some point and I let them down." Peter began to cry and Rogue went over and hugged him.

"Aaaaaaawwwwww isn't this sweet 4 losers welcoming another into their fold." Everyone turned around and saw lance and the brotherhood standing at the other end of the courtyard. Peter shot to his feet and had to be held back by Scott.

"What do you want Lance." Scott asked

"Direct aren't you Summers, to put it simply we are here for a fight." Lance said and the others took a fighting stance. "Except for you summers our boss has something special planned for you." Lance looked up and saw a large metal sphere descend from the sky and surround Scott and took off back towards the sky.

"Where have you taken him?" Peter yelled

"To find out you gotta beat us yo." Toad said and then the fight had begun.

Back at the mansion Logan and the professor were discussing training schedules when they both got an uneasy feeling. Logan starting sniffing and Charles put his hand to his head trying to center his thoughts but before he could do anything the window to Charles's office exploded and a tall hairy mutant stood roaring into the empty space. Logan looked up and recognised him immediately.

"Sabertooth" Logan said and he popped his claws ready to kill the intruder.

"How ya doing runt long time no see." Sabertooth bellowed. Logan just growled. "You and I have unfinished business but first." Sabertooth grabbed the professor and threw him out the window where a metal sphere was waiting. It swallowed the professor and took off. "Now where were we." The savage mutant said and the two began their duel.

A few moments later Charles woke up he was sitting in his chair overlooking a frozen wasteland.

"Hello Charles, what do you think this is my crowning achievement welcome to asteroid M."


	9. crash and burn

Crash and Burn

Charles looked around and noticed that he was in a giant rock floating above the arctic circle, but not just a rock but a full laboratory and living quarters it was quite literally a city in the sky. Charles just looked upon this in astonishment.

"Magnus what have you done?" Charles questioned his long-time friend and rival.

"I have ensured the safety of our race I have created a place where mutants need not fear the human scourge that plague us. As we speak your students as well as several others are being tested for only the strong shall survive." Magneto boomed like the dictator he believes himself to be.

"Magnus this is…..if the strong survive what happens to the ones who are not chosen?"

"Sacrifices must be made Charles." the professor looked and saw a familiar looking machine that took up several square meters of the room he was in and a cold chill ran through his spine.

"Magnus that machine, is it….?"

"It is Charles I have perfected the technology and once the chosen arrive it will be their destiny to enter and become gods among men."

"How is it even possible a power source strong enough to do what you are suggesting doesn't exist." Charles pondered.

"Au contraire heir Xavier" A German man with four metal arms attached to his side said as he walked in to the room with a blonde haired boy beside him. "You see Professor I have found a way to harness a small nuclear furnace suspended within a magnetic gravitational field. Essentially I have given man the power of the sun in the palm of their hands."

"That's enough Octavius no need to spill all our plans at once. Now go see to things our guests will be arriving soon." Magneto ordered and the metal armed man turned and left. "Now Charles there is someone I want you to meet." He motioned for the young boy to come forward.

"Charles Xavier meet Alex Summers."

"Scott's brother." Charles said in amazement

Back in Bayville the X-men were engaged in a very intense battle toad had launched himself towards Kitty hoping to take the easy target but Kitty was a little too quick and toad phased through her and into Rogue who was waiting with an extended fist. Toad flew right into it and was knocked out cold before he could even put up a fight. Kurt had his hands full with Quicksilver for the moment it was a stalemate as Kurt was not fast enough to actually hit Pietro however Pietro couldn't land a single punch due to Kurt's agility and teleportation. Rogue and Kitty were making their way to an exit when they were cut off by a rather large hulking mass of the blob.

"Where are you 2 going?" he asked snidely

"Oh you know back too class seeing as we are seriously late. Maybe you should head back with us it certainly would help extend your vocabulary." Kitty said trying to insult the big mutant.

"Funny, let's see what you think about this" Fred threw a punch at the small girl and just like what happened with toad his fist phased through her and connected with Rogues open hand as she began to absorb him but she wasn't paying attention to her back side as Lance began to shake the ground beneath her. Rogue fell to the ground and Fred capitalized he swung with his other fist and knocked Rogue out. Peter saw what happened to Rogue and launched himself at Lance never saw the attack coming and the two rolled around the courtyard each one landing punches to the face and body.

Meanwhile Kurt was having a very hard time the constant teleportation's were taking their toll and he was slowing down until he got so tired that he fell from his hiding perch and passed out. Kitty saw Kurt on the ground and ran for her friend but she made a critical mistake and she turned her back on the blob and he backhanded her knocking her out cold. That just left Peter and Avalanche peter knew from his training that if he kept Lances hands busy he couldn't focus enough to start shaking so by grappling with him it took away his mutant power and Peter was easily ten times stronger than lance and once Peter got the upper hand he started to pummel him and he kept throwing punch after punch until lance was out cold and barley breathing. Peter had Lance by the collar and was about to deliver a final blow when he hesitated he wanted so badly to end Lances life but he couldn't Lance took this opportunity to sucker punch Peter but his spider sense kicked in and Peter easily dodged it and delivered one final blow and the teen succumbed to the blissful rest forced upon him. With the fight over 3 metal spheres descended from the sky and swallowed Pietro Fred and was about to swallow Peter at that moment Rogue began to stir she got to her feet and saw the metal sphere she rushed forward and grabbed Peter and pushed him out of the way and instead it swallowed her and Lance and then it took off with the other two. Peter knew he couldn't catch up to them so he went to his friends to see if they were alright.

"Kurt, are you alright?" Peter asked his roommate. Kurt began to stir and stretch.

"Ja Peter although I could go for an extra-large cheeseburger pizza heavy on zee pepperoni right now." Kurt had used a lot of calories doing all that teleporting. Peter reached into his back pocket and pulled out an energy bar and handed it to his friend.

"Here that should hold you off until we get you back to the mansion. Sit here a minute while I check on Kitty." Peter ran over and gently woke the girl up.

"Kitty come on wake up." Peter said

"Pete ugh what hit me?"

"Put simply Fred did and now they have disappeared. Come on we need to find Jean and the others and get back to the mansion.

Meanwhile on the outskirts of town Storm was enjoying a quiet day to herself. she had decided to go for a walk in the park and enjoy the early fall weather. She sat down on a nearby bench when a black crow swooped in and perched itself not far from her.

"Well hello I wasn't expecting company but you are welcomed nonetheless." She said to the bird. Storm then heard something and she quickly turned to see what it was only to find it was just a can someone carelessly forgot to throw away Storm got up and retrieved it and threw it in a refuse bin not far from where she was standing, Storm then decided to continue her walk she turned around and was surprised to see a blue skinned woman standing in front of her. Mystique used the opportunity and slugged her fellow mutant and Storm fell to the ground from the blow.

"What do you want Mystique?" Storm queried.

"Put simply I want to kick your ass." And mystique once again pushed for the attack and grabbed her opponent by the throat.

Back at the mansion the fight between Sabertooth and Logan had nearly destroyed the entire upper level of the mansion but neither combatant was giving an inch.

"You're getting slow in your old age runt spending all this time with the kiddies has made you soft." Sabertooth mocked.

"look who's talking bub you look like you have put on a bit of weight since the last time we met how about you let me help you trim the fat!" Logan yelled as he lunged forward only to slash at open space giving his rival a very close shave.

"Come on Wolverine we don't have to do this all you gotta do is simply stop and let me take your head."

"You're welcome to try bub but you got to get through these first." Wolverine said as he held his claws up to emphasize his point.

The two titans made for another push and the battle continued.

Scott was lost all he knew was that he was inside a large metal sphere traveling at high speed headed for an unknown location. He was considering using his optic blast to blow a hole in the side but then where would he go if he was say over the ocean or some remote island chain. No he figured the best option was to let his mysterious host just take him to wherever this vehicle was headed. He reached out to the side of his metal chariot and he noticed it was slowing down. Scott was ready for anything he felt a solid thud underneath of him when the sphere hit ground but what he saw after it opened up no one could have prepared him for.

"Hey bro its good ta see ya."

"Alex" Scott said incredulously "it can't be I thought you died that day over Alaska."

"Maybe you should have gotten your eyes checked. But here I am and you want to know something else I am a mutant, just like my hero big brother."

"How is it possible you're here, wherever here is?" Scott murmured.

"You can thank me for that." A cold and powerful voice boomed.

"Hello Scott my name is Magneto and welcome to sanctuary."

Back at the school the three teens were busy trying to find Jean. They had gone to the main office to have her paged. The secretary came up to them and offered her assistance.

"How may I help you?"

"Yes we need to have Jean Grey paged tell her there has been a terrible accident her uncle David is missing and her family needs her home right away." Pete said. In his short time at the school Peter had learned a lot including code talking "Uncle David" was a code that the students developed to alert the Xavier students that there was trouble and someone was kidnapped or missing. The secretary quickly paged Jean and 5 minutes later she came running into the office to find her three teammates looking like they just been through a war.

"How long has my uncle been missing?" Jean said understanding the code.

"the accident just happened he's been missing for only a short time your Parents are waiting for you back at the mansion. We were instructed to escort you there." Peter said giving her a vague rundown of the situation given the company they were in.

"Ok, we need to be excused can you arrange it please." Jean said to the secretary.

"Normally the principal would have to ok but she isn't here one let me ask the VP." The secretary said and disappeared, a few moments later Vice-principal Kelly came out with four sheets excusing the teens from class for the day.

"Here are your slips and I hope everything will be alright with your uncle Jean." He said to the girl.

"I hope so too Vice-Principal Kelly." The quartet took off and Peter gave a rundown on what had transpired.

Back at the park Storm had her hands full. Mystique was a cunning adversary and skilled in various martial arts but she was tunnel visioned driven by anger mostly and Storm used this to her advantage. Mystique charged close and Storm waited for the best possible moment and then electricity surged through her and zapped the shape-shifter with everything she had and Mystique fell to the ground and the fight was over 10 seconds later Storm was scooped up in a metal sphere and was whisked away.

On asteroid M Charles was looking at the fusion generator that Octavius had built truly it was a small sun powering the entire asteroid which was how Magnus was able to keep this asteroid afloat without taxing his powers to much. Charles was amazed and then he felt a familiar psychic presence and left the room to go and find its source. Scott was embracing his brother in a huge brotherly hug and even a small tear escaped his eye being so happy to see his younger brother alive.

"Come Scott there is much to see." Magneto said and he turned and walked away with Scott and Alex hot on his heels.

"So how did he find you?" Scott asked his younger brother.

"OH man I was out surfing and I had just finished this killer set I was lying on board when this huge Mr. Whitey came up and nearly had me for lunch then I don't know what happened but I felt strange and then my hands started to glow and I fired this beam and the shark took off." Alex explained "When I got back to shore I was wiped and there was Magneto waiting for me."

"Now there is plenty of time for catching up later however there is much to discuss." Magneto said

"Like what?" Scott asked

"Like, being able to see once more without the need of that visor, to be able to control your abilities, and have the power to defend your mutant brethren, how does that sound to you?"

"You can do that?"

"Yes he can Scott however not without a price." Charles said as he rolled into the room.

"That's enough out of you Charles. The future begins today as I said before only the strongest mutants will be welcomed here and the first of them shall arrive soon but to make sure you don't interfere." Magneto reached out with his hand and levitated the chair Charles was in and placed him in a clear Lexan tube. Charles knew he didn't have much time he reached out with his mind and contacted Logan if any kind of rescue was to happen it would have to come from him.

'_Logan'_

'_I'm a little busy here Chuck.'_

'_Logan are you still fighting Sabertooth?'_

'_Well I am not knitting a sweater.'_

'_Logan lose the fight.'_

'_What are you saying Chuck?'_

'_Logan trust me if you lose the fight you can rescue me I can't explain further look for a large asteroid.' _The communication was cut off and Wolverine was distracted which gave Sabertooth the opportunity he needed he grabbed Logan by the throat and threw him onto the lawn.

"Alright Chuck if you want me to lose then fine I will." Logan retracted his claws and Sabertooth lunged and Logan did nothing. Sabertooth collided with Logan and with one fluid motion delivered a knockout punch to his younger brother.

"Like I said runt you're getting soft." And just like the others Sabertooth was picked up and disappeared in a metal Sphere.

Back in the asteroid Charles felt his mutant ability slip away.

"Scott that machine it is not what you think it is stay…." The tube was filled with an anesthetic and then Charles drifted off to sleep. Scott surged forward and started banging on the plexiglass tube but there was no use. Scott reached for his visor to fire only to be stopped Magneto.

"I wouldn't do that Scott if you damage that tube in any way the results could be catastrophic, now if you wish to see no harm come to him you are going to follow every order I give."

"Just do it Scott all he wants to do is help us." Alex pleaded with his brother. Scott weighed his options and found he had no choice.

"Alright for now" Scott reluctantly agreed. Magneto just stood back and began preparations but inside he was sneering with evil delight.

Peter and the others arrived back at the mansion they walked inside to find the place trashed.

"Vhoa vhat happened here." Kurt asked

"It looks like a train ran through here." Kitty said

"Man I hope the fridge didn't get damaged cause I need to refuel." Kurt said as he ran off to find something to replenish his reserves.

"What ever happened here seems to have ended." Peter Said

"Why do you say that." Jean replied

"Because my spider sense isn't going off and Logan is standing behind me." Peter quipped

"You're getting better at that keep practising web head."

"Logan what happened here?" Jean asked with concern in her voice

"I had a visit from an old acquaintance." Logan said dryly

"If this is how you greet your friends then I can imagine how you treat your enemies." Pete said which just earned him a growl and a smile.

"Logan we got problems." Jean said

"Tell me about it red here I was minding my business when Sabertooth shows up trashes the place and then this metal ball shows up and swallows the professor and then takes off." Logan explained

"Did you say metal ball."

"Yeah webs what about it?"

"The same thing happened to us today before school." Peter explained

"Tell me everything." Logan growled out.

Back at the school Toad was just starting to stir he had once massive headache he sat up and then realized he wasn't alone.

"Hello Toad."

"Whoa what are you doing here." He said as Mystique lowered herself to his level so she could look him in the eye.

"If have to guess then you're more stupid than I thought." Mystique said as she grabbed him and the two walked out of the courtyard they had only one destination, the Xavier institute.


	10. crash and burn part 2

Crash and burn Part 2

Down in the lower levels of the mansion Peter and Kitty were busy working away trying to find some way to track those metal spheres and where they were headed.

"You got anything over there Kitty?" Peter asked

"Not a thing like how about you."

"Ditto"

Logan came walking in with Jean looking for an update.

"What have you got?" Logan asked

"In a word nothing whatever those spheres are made of they leave no radar signature no heat source nothing it's like trying to find the perfect stealth vehicle."

"Like no duh these things don't even register on weather satellites they're like ghosts." Kitty added

Peter got frustrated and got up from his computer panel and got himself a drink then he just smashed his fist on the wall leaving a dent.

"Easy webs you break it you bought it." Logan said trying to calm Peter down.

"It happened again Logan someone I care about is missing and I can't help her."

"Look kid I know you had it rough but living your life angry is just going to burn you up trust me. Besides, Rogue can handle herself."

"I can't keep losing people in my life Logan I just can't." Peter said on the verge of breaking down then the mansions security alarms went off Peter took his seat once more and called up the security feed.

"I have two sierra's approaching the front door acquiring identities." Kitty said

"Identity confirmed Mystique and Toad, activating security turrets." Peter said

"Hold on their webs keep the turrets on stand-by I don't think she is looking for a fight." Logan said and got up and left the room.

Upstairs mystique and Toad were approaching the front door noticing the rather large hole in the side of the building when she got to the door she was greeted by a rather pissed and confused looking Wolverine.

"That's far enough Mystique, what do you want?" Logan said sounding as intimidating as ever

"I want to get Magneto he left me here to rot now I want to get even." She replied

"And this affects us how?"

"I know where he is and where the professor and Scott are as well" Logan relented as much as he hated to admit it she was the only asset they had.

"Alright but if I see you make one wrong move…**SNIKT**"

"Point well taken" and she and toad walked in.

"Oh and one more thing." Logan said he reached into his jacket pocket and pulled out an air freshener and wrapped it around Toads neck. "There much better."

Back at Asteroid M magneto was busy prepping for the arrivals for his new army. The first to arrive was the sphere containing Storm. Magneto quickly used his abilities to wrap a metal bar around her neck and lifted her to another Lexan tube like the professor and like the professor she too was knocked out cold from the anesthetic gas.

"Surprising, Mystique failed." Magneto murmured to himself.

The next group of spheres arrived quickly after that. First to step forward was the blob which pleased Magneto, at least one of his henchmen was worthy. The next to step forward was Quicksilver and again Magneto was pleased and a little proud that his son was proven worthy however he would never openly show it. The next to open was Sabertooth Magneto had to admit this one was a mild surprise he had hoped that Sabertooth was victorious however he wasn't totally convinced he could beat Wolverine. The final sphere proved a great shock to Magneto instead of one person inside there was two, One was Avalanche and the other was Xavier`s student Rogue.

"What's going on here? Who are you? Where am ah?" Rogue was sputtering off questions faster than an Indy car on race day. Magneto acted quickly and like he did with storm placed a metal disk around her neck and levitated her to the stasis tube. He then examined Avalanche and noticed the swelling that was forming around his eyes and face.

"Care to explain Avalanche?" Magneto said

"Actually boss I think I'm just going to pass out." No sooner said Lance was on the floor sleeping away the beating he received. Magneto had a creeping feeling in the back of his spine, like his dream was about to come to an end but he quickly dismissed it as there was no way that his spheres could be tracked and no one knows his current location save for one person and she would never betray him.

Meanwhile at the mansion Mystique was giving the rundown on the location of their teammates and what Magneto has planned.

"Magneto has taken it upon himself to find the strongest mutants on the planet his goal is to take and make us stronger so that no human force can stand in our way." Mystique explained

"Ok that explains the trial by combat but you haven't said where he has taken our friends." Logan pressed.

"And why should I tell you that? I know will leave me here to rot as soon as I tell you." Mystique countered.

"Alright what do you want Mystique?" Logan regretfully relented they needed her and she knew it.

"Take me with you and I'll tell you where he is." Logan growled as he thought it over.

"Wait right here." Logan left and entered the elevator down to the computer room where Jean and the others were watching the entire conversation.

"You know we can't trust her right." Jean said

"What choice do we have time is of the essence and we are running short." Logan replied

"Jack Sparrow was right." Peter quipped

"How do you mean Pete." Kitty asked

"You can't trust a trustworthy person but you can trust a dishonest one to be dishonest." The wheels in Peters head was turning at warp speed coming up with a plan.

"What are you thinking webs." Logan could see the smoke coming from his brain.

"We should tell her about Rogue." Everyone just looked at him bewildered

"She's her mother right, on top of that she wasn't chosen she only got taken because she was protecting me and once Magneto figures out that she isn't worthy by his standards what will he do with her most likely he will toss her out with the trash and that's putting it nicely."

"What does telling her accomplish Peter."

"It will keep her motivated if we tell her about Rogue she won't betray us until we save her and with that we can keep some level of control over her."

"alright I want all of you prepped and ready to go, Parker I want you in full spider gear before you meet Mystique the brotherhood doesn't know who you are yet and that is keeping you and your aunt safe for now."

"Gotcha" Peter left to go get dressed.

After a while everyone was meeting in what was left of the kitchen between the fight with Sabertooth and Kurt trying to replenish his fuel reserves it resembled less and less of a kitchen and more like a ransacked convenience store. They had informed Mystique about what had happened with Rogue with a few embellishments to protect Peter's identity.

"Jeez Kurt did you leave anything for us?" Kitty said

Kurt turned around and nearly choked on his granola bar when he saw Mystique.

"Hello Mozher." Kurt said very coldly

"Hello Kurt, I see living with the X-men hasn't dulled you in any way." Mystique replied

"I take it this isn't a very happy reunion." A voice said from above everyone looked up to find Peter dressed as spider-man. Kitty took the initiative and spoke in way that Kurt would catch on.

"Spider-man what are you doing here."

"I got a call from Wolverine saying you guys needed some back up. I hope it wasn't to clean because look at this place. Do I look like molly maid?" Peter Quipped. "Who's the babe in blue?"

"My name is Mystique and I don't like to be called babe." She replied with extreme intensity.

"Point taken, so what's going on that you need my help." Spider-man replied

"We don't have time to explain in detail but some of our friends have been kidnapped and we are extremely short-handed." Jean replied

"And you called little old me I'm touched." Pete quipped once more

"No your just the only one who answered." Logan said as he came up from the lower levels. "Is everyone ready then let's go." Peter hung back after Logan lead everyone to the elevator he left a note for his Aunt and Hank who taken a few of the students on a wildlife excursion for earth science class they were due back later today. The note explained what had happened and to stay at home with the others and that they should be back as soon as possible. Peter then joined up with the group and they headed to the secondary hangar where Forge and the professor had been working on a new secret for the mansion. Logan hit a switch and the lights turned on revealing an awesome looking sleek jet helicopter.

"Say hello to the hx-02 Velocity, looks like we are going to be flying you a little sooner than we anticipated beautiful." Logan said to the helicopter and then everyone climbed in that is except for Toad.

"You know dude's I am not in favor of this I mean flying an untested ship into the unknown it just ain't right yo."

"What's the matter Toad afraid of flying." Kurt teased.

"Who said anything about being afraid I just don't like flying that's all." Todd replied

"The frog-man brings up a good point, where are we going?" Peter said in a less than casual voice.

"Ever been to the arctic circle?" Mystique said and everyone began taking seats. Logan turned on the engines and took off at full speed.

Meanwhile back with Magneto he was finishing up the final touches and his machine powered up.

"Finally my dream is beginning to become a reality. All I need is a test subject."

"Heir Magneto just what do you plan to do with this machine?" Octavius question.

"Quite simply, Heir Octavius. I plan to give a future to mutant kind." The rest of the asteroids inhabitants began entering the room.

"Good perfect timing my machine is ready for its first test, any volunteers?" Magneto queried. Sabertooth stepped forward and entered the machine.

"What's happening?" Scott said as the process began.

"Well in simple terms Scott I am upgrading him I am forcing his mutation to evolve to its peak and full potential."

"How are you doing this?" Octavius asked

"Good question my dear associate you see these special gems you see here." Magneto pointed to a set of ruby-red crystals. "When enough power flows through these special gems they resonate and create an energy field that has a rather unique effect on mutants." Just then Sabertooth came out looking more bestial and less human like. Scott had noticed the blank stare on his face it almost was like he had no will of his own like a mindless slave.

"What have you done to him?" Scott asked

"What I intend to do to all who are worthy I have made him perfect. Gone are his human emotions and his weaknesses and instead I have replaced it with a pure mutant body I have given him freedom." Magneto rambled off like a mad scientist. Scott wanted nothing to do with this but he was trapped if he refused he not only would lose the professor Storm and Rogue but even worse he would lose his long-lost brother.

"Now if you please Scott it's your turn."

"I am not so sure of this I mean this doesn't seem right." Scott Rambled trying to buy time for him to come up with a plan, then as if someone from above was listening an alarm went off.

"Proximity alert, proximity alert, unknown aircraft on intercept course recommend immediate security lockdown." The computer sounded.

"Computer open roof access hatch." Magneto ordered and the computer responded. Magneto looked to the sky and found the approaching aircraft. He reached out with his power and tried to bring it down but nothing happened, he tried once more and still the same result.

"Very clever Charles" Magneto said to himself.

Back in the Velocity toad was having a total conniption fit at being in the aircraft whereas Logan was having the time of his life.

"Oh yeah this baby really cooks." He said as the jet helicopter reached near Mach speed.

"You hear that metal straining, we're breaking up I know it." Said Toad as he grabbed his harness and pulled himself into a tight little ball.

"Couldn't be this crates made without an ounce metal in it." Logan replied

"None that means we're flying in what cheap plastic, I need an air sick bag." Toad groaned

"Relax Toad, Forge and I have worked on this new space age polymer it can withstand hypersonic speeds." Peter said without realizing that he might have given away too much info about who he is.

"Large contact on the scanner, Asteroid M, 400 miles and closing" Mystique said filing away what Peter said for a later date right now she had other things on her mind.

Logan piloted the craft to the signal on the radar screen and in seconds they were within striking distance.

"Alright guys get ready to bump heads." Logan said as he positioned the Velocity into a hover position then alarms started going off. "Alert….Alert critical malfunction in fuel intake valve." The computer sounded and no sooner it did the engines began to sputter and cough.

"Uh oh" Logan said

"Uh oh, don't be saying uh oh, why is he saying uh oh. Oh god we're gonna die!" Toad panicked.

Logan hit the emergency eject button and the blades of the rotor shot off and canopy jettisoned away.

"EVERYONE OUT!" Logan yelled as he directed the craft towards an open platform on the asteroid.

Everyone grabbed a parachute and jumped out as per Logan's instructions everyone that is except for Mystique and Peter. Mystique changed her form into a bird and flew off disappearing into the arctic sky, whereas Peter was in much larger trouble.

"Way to go Spidey you lose your head for a moment and you find yourself falling to the ground at terminal Velocity without a chute." Peter said to himself then inspiration hit him. He started firing web-lines in a wide spray making a thin silk like web woven so tight no air could get through, instead it caught the air and it began to slow his decent. For a moment Peter felt safe until a flaming helicopter went surging by him and crashed into the asteroid. The resulting crash caused massive damage which resulted in a lot of smoke and fire which Peter got caught in. His lungs burned from the smoke and it stung his eyes he was blinded and he didn't realize he was headed straight for a fire that would roast him alive. Up above however everyone looked upon Peter with horror. They saw him make a chute and the breathed a sigh of relief when they saw it but the jet crash caused so much smoke that they lost sight of him the last thing they saw was Peter heading straight for the middle of a fire patch and then he was gone.

"Alright everyone we lost Spider-man but we can't grieve him now, we have a job to do." Logan spoke up and started his decent towards the asteroid. "We lost the element of surprise so expect heavy fighting when we land alright."

Inside the asteroid Magneto and his brotherhood was busy putting out fires caused by the crash.

"Whoever was piloting that ship needed a few more lessons hey boss?" Fred said stupidly

"If you think you could have done better you big blob feel free to fly the next one." A voice sounded Magneto turned around and saw the X-men on the landing deck with Toad standing with them.

"You disappoint me Toad." Magneto said to the small mutant.

"In my defence boss I just got taken for the ride it was Mystique who dragged me along." Toad replied.

"Give us back our friends and we will leave quietly." Jean spoke up

"And if we don't" said Lance who made his way from the infirmary still showing a black eye from where Peter beat him up.

"Then we will stop asking nicely." Logan said with a vicious sneer holding his claws up to add emphasis to his statement.

"I see your point Wolverine, however I feel you should take a look around." Magneto said coldly. Logan took a look and found a very scary looking Sabertooth holding Scott by the throat and his missing teammates trapped in some sort of plastic tubes. "With one snap of my finger's they will all perish."

"He's bluffing." Jean said

"Even if he is Red we can't risk it…..stand down." Logan said retracting his claws and surrenders.

"You have made a wise decision." Metal pieces flew from every direction and grabbed the x-men pinning them to the walls. "Now witness the fruition my life's work as the age of man ends and the era of the superior species begins."

Outside on a ledge of the asteroid sat an unconscious Spider-man he had avoided the fire but had landed real hard striking his head knocking him out cold. A few seconds later a bird landed beside him only this bird held a secret it quickly changed shape turning into mystique she walked carefully over to the knocked out hero and tried to wake him but she had no success. She rolled him over onto his back and reached for his mask removing it she took a shrill breath as she looked upon the face of the boy in front of her.

"Peter Parker."


	11. Icarus

Icarus

Peter awoke slowly the arctic air stinging his face; he reached for his head to rub where it struck a rock ledge as soon as he touched his face he realized his mask had come off. He quickly sat up a little too quickly and his head began to spin and he vomited what little he had in his stomach and then he noticed he wasn't alone.

"Looking for this?" Mystique said holding his mask in her hand.

"Give that back Mystique." Peter ordered. Mystique threw the mask back at him and walked carefully over to him.

"Your team has been captured. You're injured and we have lost the element of surprise given our current situation I don't foresee any kind of success."

"Well aren't you the optimist. Have you always seen the bright side of things or is this a new skill you discovering." Peter quipped.

"I am a realist alright I just can't justify risking my life on a hopeless cause." She retorted.

"Not even for your revenge on Magneto? Not very committed are you." Peter said trying to find a way into the structure without setting any alarms off.

"Don't you presume to lecture me you prepubescent insect, I have been around long enough to know when to cut your losses when fighting a losing battle."

"First off Spiders are arachnids not insects, People never get it right, and second it is only a losing battle when you resign yourself to giving up. Now I am going to find a way in with or without you then I am going to free my friends including your daughter and after that I am going to find Magneto and put him in a hurt locker. Now you can help or you can fly away either option is good for me so take this defeatist attitude of yours and shove it." Peter said angrily and began climbing over the edge to try and find a way in.

"Tell me something why are you doing this?" she asked

"Because it's the right thing to do and they would do the same for me." Peter replied

"If you think this will get you in Rogues good graces you better reconsider your actions." She yelled out.

"Maybe you're right. But I would still risk my life for her any day." Peter as he began to climb out of sight

"Why would you do that for her?" she yelled once more.

"Because I love her" Peter whispered to himself and climbed away.

Peter had climbed for what seemed like hours he then found his way to the main landing bay where he heard voices coming from inside he found a hiding place within earshot and began to listen.

"Like do you really think that you can keep me pinned here Magneto I can walk through walls remember." Kitty said as she tried to phase through her metal restraints, only to find she couldn't.

"I have recently discovered the research on mutant inhibition technology that your friends invented. Very intriguing research especially the part about your powers operating on a certain electromagnetic frequency right now my dear I have you encased in a bubble of this particular wavelength. We wouldn't want you phasing out of here are causing trouble now would we, and that goes the same for you my hairy friend." Magneto said to Nightcrawler and then went back to powering his machine for the next subject.

'How is Magneto powering this place the energy requirements must be staggering just to keep this place from crashing to earth and there is no way he is doing it himself. No one has the kind of focus to split their powers three ways without massive strain. If I can find a way to shut down the power maybe I can free my friends.' Peter thought to himself. Then to Peters surprise an old acquaintance walked in on two metal tentacles no less.

"Magneto I have noticed some fluctuations in the reactor it seems there is a harmonic signal interfering with the magnetic containment field." Octavius said in his German accent.

"Deal with it yourself Octavius I cannot stop now my destiny is almost at hand." Magneto bolstered and the German physicist grumbled and walked away peter then decided to follow him and see what the good Doctor could show him.

Peter stuck to the shadows like Logan showed him thankful for all the training he had done with the feral mutant as it was paying off right now. Octavius went to a control panel and then stretched out his other 4 appendages and began trying to manually stabilize something that Peter was aghast to see. Peter was there the day that Octavius tried this experiment when it went haywire he couldn't control it and Spider-man was forced to shut it down however the result was the death of Octavius's wife and the permanent attachment of those metal arms to his body. Peter looked around the room looking for the emergency shut off. He crawled from his hiding spot in the lab and began to make his way over to the power feeds; he was within arm's reach when his spider sense went off like a bomb in his head he looked up and coming at him was a metal tentacle. Peter jumped out of the way only to dodge two more tentacles coming at him.

"I have waited a long time for this you annoyingly insufferable arachnid." Octavius yelled as he tried to get a bead on Spider-man's movements.

"Just my luck of all the people in the world he is the one who gets it right." Peter said "Tell me something Doc what did magneto promise you. Money, power, an endless supply of metal polish for those arms of yours" Peter said firing a web-line at the doctors eyes trying to blind him.

"At first he offered me those things yes however I told him all I wanted was a chance to squish you with my bare hands." Octavius said as he fired a glob of impact webbing at his opponents face, and one connected effectively blinding him. Octavius was pulling hard and the sticky fluid trying to clear his vision it was all Peter needed. He reached the power cables and grabbed them and they gave way shutting down the reactor only it didn't shut down the mini-sun began to grow out of control and then alarms started to go off.

"Danger, danger, containment field collapse chain reaction of power core in process emergency lockdown engaged.

"Way to go Spidey" Peter said to himself

"You stupid fool without the containment field it will grow exponentially. You have doomed us all." Octavius ran to a hidden compartment he reached over and pulled a lever activating a launch sequence for an escape module.

"Where are you going Doc?" Spidey said as he landed next to a computer screen trying to re-establish the shut-down controls.

"It won't work it is self-sustaining now nothing can stop it. It matters not I will still have my revenge the reactor will explode taking you and everyone within a twenty-mile radius to atom's. In the end I win because I will be finally rid of you." he said as the hatch to his capsule closed and he ejected and flew away.

"Next time doc." Peter was furiously trying to either shut down the reactor or dump off some of the energy so that it just burn out.

"Danger ETA until reactor failure 10 minutes."

Peter ran through the computer trying to find a way to fix this problem however the only thing still connected to the reactor was the propulsion and the mutant enhancer then peter had a wild idea he connected to the two systems and increased the output to them by 400%.

"Here goes nothing." He said as he pressed the button and ran out of the room towards the others he had to get them out of there.

"Danger propulsion system overload five minutes till system burn out, warning, mutant enhancer system on overload system burn out in 15 minutes."

In the enhancing room Magneto was just about to put Scott into the machine when alarms starting blaring.

"Danger, danger, containment field collapse chain reaction of power core in process emergency lockdown engaged."

"What has that fool done." Magneto was about to run to the reactor room to see what had happened when out of nowhere Spider-man came flying into the room.

"Watch out Spider express coming through." He yelled as he ran past and at the last second he punched Magneto across the jaw knocking him to the ground.

Peter fired a web-line as he ran by and grabbed the release handle for the Stasis tubes and pulled with everything he had the lever released and the unconscious Mutants were free except for Rogue's tube it had malfunctioned and she remained trapped but she was waking up.

"Scott, free the others and let's get out of here." Peter yelled and Scott fired his optic beam at the wall where the other X-men were pinned and the restraints fell to the floor. As soon as they were freed everyone started getting slightly air sick.

"What did you do webs?" Logan yelled

"Questions Later Logan we got to find a way off this crate before it suddenly decides to reach orbit." Peter yelled.

"Like how do you suggest we do that?" Kitty yelled

"Kitty you take as many as you can and phase them through the rock then you have a 20 foot fall to the earth. Kurt, start teleporting as many as you can to the ground once kitty gets the others out start picking them up in mid-air and land them safely." Peter ordered. "And for those of you that can fly I suggest you do it now."

The two did as they were instructed. One by one Kurt started teleporting whoever he could find out of the asteroid. Kitty grabbed those that were dazed or unconscious into a giant pile. She looked at the massive heap and wondered if she was strong enough to get them all out. Jean and Storm took flight and with the professor in hand the left and were free from the blast zone. Peter ran over to the tubes and he felt a lurch and the asteroid began to lift higher into the air. Rogue looked around and noticed where she was and started banging on the tube and yelling for Peter to get her out.

"Spidey, get meh out of here" she hollered through the tube walls.

"I'm trying but this thing is tougher than Kitty's bran muffins." He replied as he typed away at a computer console.

"Always with a joke, except this time it's not very funny" Rogue looked to the side and saw a metal table flying through the air directly at Peter. "Look out"

Peter sensed the attack and flipped over it with ease.

"You fool you have ruined everything." Magneto said in a rage.

"Take it easy there metal-head you don't want to do anything stupid." Just as Peter said that the metal table he avoided earlier changed directions and before Peter could dodge it struck him in the back pinning him to a wall. Magneto then outstretched his hand towards the tube Rogue was in. the machine broke apart freeing her from her prison and Rogue found herself floating by the metal collar still wrapped around her neck and making her way to the mutant enhancer.

"This one seems to be important to you wall crawler let's see how you feel when she is under my control." Magneto said as he levitated her closer when he suddenly screamed out in pain Peter looked and saw Mystique in the form of a giant anaconda squeezing the life out of him. Dropping Rogue at the opening of the machine, and freeing Peter from the metal table.

"Mystique….please…I…..can't….Breath." Magneto whispered barely able to take a breath. At that moment the propulsion jets gave out and then began to explode causing a massive quake within the structure, Mystique was struck in the head by falling debris forcing her to let go of her snake form and take on her normal appearance releasing Magneto he fell to the floor and quickly took a breath. Magneto saw his precious sanctuary was lost he summoned a metal sphere and stepped inside.

"You have one today but I will win tomorrow." He said and took off.

Rogue began to get to her feet as was about to go to Peter and help him when another explosion ripped through the asteroid lurching her and mystique forward towards the machine. Peter fired his web-line only to find he was out of fluid, he lunged forward and grabbed Rouge and threw her out of the machines path only instead now he was falling into the machine with Mystique the door closed and the machine activated.

"Peter!" Rogue yelled then more alarms started blaring.

"Alert unknown radiation signature detected crystal resonance out of control attempting to compensate."

Rogue looked and saw a red light growing brighter and brighter until they began to liquefy into a black sludge which then began to pour into the machine. Rogue was doing everything she could to open the door and she began to cry and pray.

"Please god help meh ah can't lose him ah love him."

The door to the machine suddenly burst open and out came Peter carrying Mystique on his shoulder covered in the black goop.

"Peter...we need to get out here right now." Rogue yelled

"Grab hold of me" he said as he changed his cartridge quickly. Rogue did as he said and wrapped her arms around his neck he placed Mystique on the ground and then webbed a line from her to him tethering her to him he once again adjusted his spray and formed a makeshift parachute he grabbed the end and then picked up the unconscious mystique and ran for the opening and jumped. The trio began descending only a little too quickly.

"Peter aren't we falling a little fast."

Peter looked up and could tell the chute couldn't handle the weight.

"We're too heavy but there is nothing we can do" Peter yelled back

Mystique began to stir when she was fully alert she noticed she was falling towards the earth.

"What's going on?" She asked

"Well, long story short we are falling from the sky and I can't slow us down any further because we are too heavy."

Mystique looked around and agreed.

"Parker do me a favor." Peter nodded his agreement. "Tell her how you feel and take care of her." Before Peter could respond mystique began to shape shift into a bird and she flew away lightening the load on the web chute and the two young teens land on the frozen ground with a soft thud right beside the rest of the X-men. There was no time to waste the reactor core was still at critical and they needed to get clear of it somehow.

"Professor we are not out of the woods yet that reactor is going critical if we don't do something to get out of its way that thing will not only crush us but we will also be blown to kingdom come on a fiery chariot."

Scott heard this and knew what he had to do he looked to the sky and took off his glasses and let the fury of his eye blast the dormant rock his beam struck the bottom of the asteroid and it slowly began to crumble but not fast enough all it did was slow the asteroids descent.

"Scott can't keep that up forever" Jean said. "How long before it blows Peter." Jean yelled

"Approximately 2 minutes." He yelled back

"Scott can't hold it that long." Jean said

Scott's brother Alex who was evacuated by Kitty had seen what was happening quickly got to his feet and ran to his brother. Alex focused and he felt the same burning sensation in his hands as the day he discovered he was a mutant and his hands began to glow and he fired his beams joining his brother and the joint effort began to split the asteroid in two.

"Don't let up Alex just a little longer." Scott encouraged his brother.

"I'm getting tired Scott" Alex complained

"I know but just keep pouring it on."

The asteroid began split in two and with it the reactor blew sending the two halves safely away from the group on the ground.

Alex and Scott stopped firing and collapsed from sheer exhaustion Jean ran over to Scott and found him alive and breathing but totally spent.

"Nice work bro." Alex said before he passed out.

"Well does anybody know of a way out of here because we didn't pack any arctic gear and the temperature is starting to drop." Logan said. Then like a wish granted the X-jet was seen hovering above the crowd and landed safely. The professor looked into the cockpit window to find Beast piloting it.

"Mutant taxi services did someone call for a pick up." He called

"You have perfect timing old friend" Charles replied

"What happened Professor?" Beast asked.

"Magneto tried to fly to the sun and his wings melted." Was his only reply and he quickly fell asleep.

After a few minutes everyone piled into the jet and then they took off for home.


	12. Sludge

Sludge

Peter was lying in the back of the X-jet sleeping when Rogue came over and he woke up.

"Oh it's only meh"

"Ugh…..sniff….what time is it?" Peter asked groggily

"It's almost 4 in the morning we will be touching down soon. Ah just wanted to see how you were doing."

"I feel like I just got run over by Mack truck and I got a bit of a headache." Peter replied

"Yeah beast wants you down in the infirmary when we land, he wants to make sure you're ok and that there are no after effects from the enhancer." Rogue hesitated before speaking again and Peter could tell she was trying not to cry. "Listen, Peter there is something ah want to ask you."

"Fire away Rogue." Peter said

"Um… Ah was wondering if maybe you and Ah we could catch a movie or something."

"My dear Rogue are you asking me out on a date?" Peter said coyly.

"My name is Anna Marie." Rogue said quietly.

"Nice to finally meet you" Peter whispered back making Rogue blush a little. The two just sat there for a moment before the moment began to overtake them once more. Peter reached up with his hand and brought her head down to him. Rogue closed her eyes and reached for her nullifier to make sure it was on. The two edged closer and closer Rogue was so ready she put her hand his chest to steady herself she could feel his heart beating wildly in his chest their lips almost touched when her hand slipped into a patch of the black sludge that coated Peter's suit and body.

"UGH!...gross what is this stuff?" Rogue said in disgust.

"Tell you the truth I don't know what it is it just started pouring in to the machine when I was inside with mystique."

"Oh it's the crystals that Magneto used; for some reason after you fell in, the machine started going haywire, and then Ah could see the stones turn into this black sludge."

Peter began to feel very tired again and started to drift off once more.

"Hey Beast Ah don't think Peter will be up to doing any kind of tests today do you think it could wait until he's better rested."

"Perhaps you're right, but the rest of you including you professor are getting checked out right away." Beast said.

The jet landed a few minutes later. May was waiting in the hanger worried that something had happened to Peter. When the jet opened up everyone began Pouring out looking beat and exhausted except for Peter who was snoring away loudly.

"Peter?" May started to say but was quickly stopped by Logan.

"Let him sleep Mayday your boy saved us all today I think he's earned a rest"

"Of course, could you help get him to his room?" She asked Logan and he obliged. Logan grabbed Peter in a fireman's carry and took him to the elevator with May right behind. They quickly got him to his room and May noticed the dark globs all over his suit.

"Whatever this stuff is I don't think it will come out in the wash best he get a new suit when he wakes up." May said.

"Way ahead of you Mayday" Logan said as he placed Peter on the bed, he extended a claw and cut away Peter's suit leaving him wearing only his boxers. May came over and covered Peter with a blanket and the two left quietly.

"Did he really save all your lives?" May said beaming with pride over her nephew.

"You betcha Mayday he was a real hero." Logan say

"You keep calling me Mayday why." May questioned

"I don't know it just seems to suit you." Logan walked off and May followed closely behind and blushed lightly as memories from a past life came flooding back to her.

Inside Peter's room the black sludge began to move on its own it crawled towards Peter like the blob it expanded itself and attached itself to Peters hand and it began to envelop him Peter felt a great pain shoot through his body but before he could scream out he passed out once more. When he woke up he was hanging upside down in the middle of downtown Bayville wearing a black spider suit with a white spider symbol on the chest.

"What the hell happened? And what am I wearing?" Peter felt strong and invigorated he reached out with his hand to fire a web-line and instead of coming from his wrist it was deploying from the top of his hand he let go of his current web at started swinging through town and the sensation felt great. It was like everything was enhanced his senses his awareness he never felt more alive. He stopped swinging and landed next to a parked fire engine he grabbed the bumper and lifted the multi-ton vehicle like it was as light as a feather.

"Whoa this is amazing whatever is happening to me I like it." Peter put the fire engine down and looked at the time and noticed that it was nearly morning and decided it was time to head back for breakfast. He arrived in his room and then tried to get his suit off but he noticed there was no seem at the neck or anywhere for that matter it was like it was poured all around him seamlessly.

"Ok so how do I take you off." and as if by request the suit retracted and Peter was standing fully dressed. "Wow that's handy, I am going to have to find out how you tick my new friend." With that Peter left his room careful not to wake his roommate

May awoke early as she usually does and strolled over to the kitchen to start making breakfast for everyone. Though she didn't have to she felt it was her way of contributing to the everyday workings of things in the mansion. Along the way she stopped in at Peter and Kurt's room Kurt was still sleeping and snoring away while Peter's bed was empty. She closed the door mildly concerned and then continued down the stairs to the kitchen when she arrived she was surprised to find Peter flipping flapjacks and cooking eggs.

"Peter what's going on?" May asked

"Oh hi Aunt May, you hungry try some pancakes I got bacon on the go, if you want eggs prepared a certain way tell me now or you're gonna end up with plain old scrambled. Coffee is brewing and the orange juice is in the fridge."

"Peter how long have you been up?"

"Only about an hour" He replied. May was about to question further but people started waking up and were pleasantly greeted by the smell of yummy food. Most of them were expecting May to be cooking but imagine the shock of everyone when they instead found Peter cooking away.

"Hey everyone good morning, feel free to dig in made plenty for everyone." Peter said a smile on his face. Kitty being adventurous decided to be the first to try his food she grabbed some pancakes and some eggs poured herself some milk and drizzled her plate in syrup. She tentatively took a small bite of the pancakes and was pleasantly rewarded then the same with the eggs and once again her palate agreed.

"Like OMG this is delicious no offence Mrs. Parker but I think this might be better than your cooking."

With that glorious praise all the students began to rush the serving area trying to get as much food as they could after a while the students had their fill and then the adults came out followed by a really grouchy Rogue who didn't sleep well last night thanks to being overly concerned about Peter. She turned the corner and found Peter cooking away like professional chef she couldn't recall the kitchen ever smelling this good.

"Hey about time you guys woke up here you go one plate of oversized flapjacks smothered in maple syrup, served with eggs over easy, whole grain toast and a side of Canadian bacon for Logan." Peter said as he slid the plate of food to Logan across the breakfast island.

"For Beast three pancakes no syrup covered in raspberry jam with three pieces of bacon and coffee with two cream and two sugar." Peter continued on like this until everyone was served. Never had the staff and the students eaten so well most of them fell back asleep into a food coma that everyone except Kurt he kept eating everything Peter was making, until finally he was stuffed.

"Dankeshon roomie, that was divine." Kurt complimented.

"Glad you liked it Kurt. So what's on the planner today training in the danger room running errands for the team or maybe we will get lucky and Magneto will come and kidnap us all again." Peter spouted off like he was the energizer Bunny which concerned everyone although some were more concerned than others Rogue and May knew something was wrong Peter was never this energetic in the mornings.

"Hank"

"Yes May" He replied

"I think you need to look at Peter I think there is something wrong with him." She said with concern.

"Alright, Peter it's time we checked you out after all we don't know what happened to you in that machine after all." Beast said concurring with May's assessment. Peter felt a nagging in the back of his brain saying he couldn't get an exam done.

"Sorry Hank I am afraid I can't do that I have to go see forge about making me a new suit since Logan decided to shred my other one so if you will excuse me." Peter said as he ran out to quickly for anyone to stop him.

Rogue was concerned; yesterday Peter had no problem with being checked out now he was doing everything he could to avoid being seen. But no sooner did Peter leave he came right back.

"Oh Rogue about that date how about tonight I take you to a dinner and maybe we could go for a movie or something and I won't take no for an answer. So I will see you tonight and dress nicely." After he said that he disappeared once more. Of course Peter said it so loud that everyone heard and consequently she got a lot of jeers and jokes at her expense. Rogue laughed it off and made light of it, and quickly finished off the last of her breakfast and went to go shower.

Later that night Rogue was busy trying to get ready for her date but she couldn't find anything that felt right for what Peter had in mind she had nearly gone through her whole wardrobe and when nothing she had seemed to work she let out a cry of frustration. Thankfully Rogue shared a room with Kitty who just so happened to walk in just as Rogue threw a sweater in her direction which phased right through the young mutant.

"Whoa like easy there girlfriend. What's going on?"

"Ah have a date with Peter tonight remember and I can't find anything to wear." Rogue bellowed in frustration.

"So what's the problem?" Kitty asked

"He said dress nicely and Ah have nothing nice." Rogue said sadly.

"Wait a minute this is not the Rogue I know. That Rogue wouldn't care what she wore let alone try to impress him with what she is wearing, unless." Kitty said as she sauntered over to look Rogue in the eye.

"OMG!" she yelled and jumped up and down "You're in love!"

Rogue shot up from her bed and quickly hushed the excited girl.

"Quiet will ya Ah don't want the world to know." Rogue said

"Oh Rogue this is fantastic I mean this like a total miracle of miracles." Kitty continued ranting

"Kitty relax, it's just dinner." Rogue said trying to calm her down.

"You're right come with me." Kitty grabs Rogue by the arm and dragged her out of the room to Jeans room where they found the red head brushing sitting in front of a mirror brushing her hair.

"Hey Jean we like need some serious help here." Kitty said

"First off Kitty how many times have I said don't come barging in here and secondly what's going on." Jean said.

"We need a fashion makeover for Rogue she has a date tonight with Peter and she has nothing to wear."

"Hmm I see let me take a look." Jean went to her closet and opened it trying to figure something that would fit. "So where are you two going tonight?" Jean asked.

"Ah don't know all he said was dress nicely." Rogue answered.

"Hmm…..let me see, aww here we go." Jean grabbed a dress and handed it to Rogue. "By the time I am done with you Peter won't recognize you."

Meanwhile Peter had snuck out earlier for some reason he felt compelled to, like some other force had invaded his mind. He was dressed in his new black suit and he was swinging across town he found a perch where no one would see him. As he thought about where to take Rogue and how he was going to pay for it, it wasn't like he was rolling in cash and the allowance Aunt May gave him was just enough to cover paying for lunch at the school cafeteria. So Peter sat and scanned the city and then his eyes fell upon the most expensive restaurant in town he swung over and stood on the side of the building and thought about what he could wear that would make an impression so they would give him a good table and like before the black suit responded by dressing Peter in a rather expensive looking Armani suit.

"Huh I like the way you think." He said to his suit and then jumped from the building and met with the maître D to arrange a reservation. Shortly afterward he was back wearing his suit and was swinging through town he had the reservation down but he still had the quandary about paying for it when a dark thought entered his train of thought saying to look to his left. Peter did and saw a bank ATM, the thought continued and suggested that he just simply break it open and take what he needed from it wasn't like it was stealing the bank had insurance that would cover the money he took. Peter resisted the urge at first but the compulsion kept growing until finally it won over his train of thought Peter jumped down still in his black spider suit he balled up a fist and punched a hole in the centre, and when he reached back out he had well over $1500 in his hand. He fired a web and swung away before the police arrived and then made his way back to the mansion to meet his date.

About an hour later Peter was dressed in the Armani suit he had on earlier and waited for his girl to arrive. Kitty phased through the floor behind Peter quietly and scared him but instead of a playful little hop like she was expecting he grabbed her shoulder and pushed her up against the wall Kitty looked into Peters eyes and saw something that scared her to death. Instead of the caring loving eyes that she had seen in the past she saw black, cold, menacing eyes then the shifted back to normal quickly and Peter let her go.

"Kitty…sorry, don't scare me like that ever again." Peter said taking a few deep breaths.

"Don't worry I won't" She said timidly. "I just came to tell you that Rogue will be down in a minute."

"Oh thank you, are you alright I didn't hurt you did I?" Peter said with concern for the girl he had come consider a sister recently.

"No I am fine." Kitty said meekly as Peter turned away. The only time Kitty ever felt this scared was the night Lance attacked her and she didn't like the feeling at all.

Rogue came walking down the stairs wearing a green chiffon dress that accented her bosom nicely and made her look very classy at the same time. Jean followed right behind her admiring her work.

"Rogue you look marvelous." Peter said "You ready to go?"

"Yeah Ah am but where are we going anyway." She asked

"Don't you worry your pretty little head it is surprise." Peter said as he tossed the keys to Scott's Corvette in the air and caught them before they fell to the ground. Jean noticed this and started to look very weirdly at the scene.

'Scott never loans his car to anyone.' She thought to herself and before she could act on the thought Peter and Rogue left leaving Kitty and Jean alone.

"Jean do you think Rogue is safe with Peter?" Kitty questioned

"You know what Kitty I am not sure." She replied "do me a favor go get the professor and tell him I'll meet him in a few minutes in his office, something isn't right." Jean said suspiciously.

"Right" was all Kitty said as she did as she was told.

A little while later Peter and Rogue were pulling up in front of the restaurant.

"Peter what are we doing here this is the most expensive restaurant in town, there is no way you can afford this." She questioned her date.

"Don't worry about that Rogue everything is taken care of."

The duo walked in and made their way to the front manager.

"Hello, reservation for Parker party of two." Peter said

The gentleman searched through his book and found the name with a note written on the side.

"Yes Mr. Parker I am afraid we had to bump you from our list tonight as one of our more esteemed patrons was in need of a table at the last minute I do apologize." The manager said professionally but snotty at the same time.

"That's no problem we will just take the next available table." Peter said diplomatically

"Unfortunately sir the next available table will not be open until sometime next week. You see we have been fully booked for months I am sure you understand."

Peter walked up to the manager and Peter placed his hand around the elder man's hand and began to squeeze. The manager began to wince in discomfort from the pain that was starting to shoot through his arm.

"I think you should look again. There must a canceled reservation somewhere?" Peter said with a cold demeanor that shocked Rogue.

"I'm sorry sir but there is nothing I can do." The man said once more and Peter squeezed harder the man couldn't take it anymore and fell to his knees in pain but Peter just squeezed harder until Rogue stepped in and grabbed her date away from the man and pulled him outside.

"Care to tell meh what that was all about." Rogue said furious at what Peter just did.

"That son of a bitch canceled our reservation so some pompous windbag could schmooze some big wig client I was trying to motivate him to find an open table." Peter defended himself.

"By nearly breaking the man's hand, what's wrong with you."

"Nothing is wrong with me Rogue I am perfectly fine." Peter said his voice growing louder.

"Really, then I must have seriously misjudged who you are because you are acting like a royal jerk tonight." Rogue said her voice matching Peter's. Peter was having none of this he grabbed Rogue by the shoulder's and began to squeeze hard, anger clear in his eyes.

"Ow…Peter you're hurting me!" But Peter didn't let go and just squeezed more. Rogue could Feel her ligaments start to pop she reached for her nullifier and switched it on she reached up and grabbed Peter just lightly and she began to absorb him. But as soon as she touched his skin Peter shot back in pain and was soon covered in his black suit staring back at Rogue who was dazed from the sudden rush of energy. Rogue cleared her vision and saw how Peter was dressed and fear began to plaster across her face.

"Peter….. What has happened to you?" But it wasn't Peter the suit began to change before her eyes it became more sinister and evil and for a second she swore she saw dagger like teeth form where Peter's mouth would be. Peter let out a very demonic sounding snarl he and then reached up and fired a web-line and then swung off, leaving Rogue standing alone on the sidewalk she quickly ran inside the restaurant, pulled out her cellphone, and she quickly called the mansion.

"Hello" the professor answered.

"Professor its Rogue something is seriously wrong with Peter."


	13. Inner Darkness

Inner darkness

Peter found himself once more in an unfamiliar place the last thing he remembered was Rogue activating her powers and then excruciating pain.

"Well wherever I am I think I should head back to the mansion." Peter said to himself

"_No"_ A voice whispered in his head.

"Whoa ok Spidey get a hold of yourself. Now either you heard a creepy voice in your head or you're going crazy." Peter said to himself.

"_You're not crazy."_

"What the hell?"

"_Relax Peter everything is fine."_

"Everything is not fine I am clearly losing my mind because I am hearing voices in my head that are not my own." Peter Said in a panic

"_You are not losing your mind you just have extra company at the moment, you see you are now we."_

"OK if I am now we who is the other that is currently invading my mind?"

"_Try looking in a mirror."_

Peter Looked around to find any reflective surface, when he found one he swung over and looked but all he saw was the black suit.

"Alright I don't understand."

"_For a genius you're awfully thick-headed."_ The voice said

"Wait a minute are you saying that you are the suit?" Peter said thinking he figured out the answer.

"_No we are the suit. You and I are now we, we are everything you want and need. With us we shall want for nothing, we can have everything we want; money, power, anything. No force can stop us we are forever."_

"You know I kinda like the sound of that." Peter said, he reached for the sky and fired a web-line and swung away.

20 minutes later Rogue was being picked up by Logan and Scott who was seriously miffed that Peter had stolen his car.

"Rogue, are you alright?" Logan asked concern heavy on his face.

"Yeah Ah'm fine but Peter is in serious trouble." Rogue said

"How serious are we talking?" Scott said after checking out his car to make nothing was wrong with it.

"Just get meh back to the mansion I'll explain once we get there" Rogue said forcefully as she went with Logan in the van while Scott pulled out his spare key and drove home in his car. Once they got back Rogue ran to her room and got quickly changed into her X-man uniform, to everyone's surprise.

"Rogue…." Storm began to say.

"The professor's office now." She demanded and everyone followed, once everyone was assembled Rogue began to fill the others on what happened.

"Sorry for being so forceful everyone; but we don't have much tahme."

"Just tell us what happened." The Professor said supportively

"Well what happened tonight isn't as important as what happened on asteroid M. You see just after everyone left there was only Ah, Peter, Mystique and Magneto left to leave. Also as you know Peter fell into the mutant enhancer, and when he came back out he was covered in a black sludge. What you don't know is that the sludge was alive. Somehow the process of the mutant enhancer and Peter's blood created this thing and now it has infected Peter like a parasite."

"How do you know all this Rogue?" Hank asked

"Well you see during our date Peter got enraged and he grabbed me hard and he kept squeezing until it hurt while he was doing that I switched on my powers and was able to absorb some of the memories of this entity. Not there was much in its mind to absorb it is after all only a few hours old. However, it is influencing Peter making do things he would never do its lahke it feeds on negativity like it was born from pure evil."

"I see well then its imperative we find Peter and get him help." Hank said

"It's a little more complicated than that Hank you see that thing doesn't want to let Peter go it lahke it's in love with him like a child clinging to its mother's breast. It's feeding off Peter's anger his rage and yes even his powers but in return it is enhancing his own powers so it makes him feel good."

"Like a drug." Scott said

"Exactly" Rogue said. Just then Tabby came running in disrupting their meeting.

"You guys need to come out here." Everyone got out of their seats and went to see what had Tabby concerned. She grabbed the TV remote and turned up the volume.

"Yes you heard it here first folks the masked superhero known as Spider-man it seems has shown his true colors not more than 5 minutes ago this armoured truck was robbed there were no fatalities but the guards remain in critical condition with serious injuries. We have received pictures from one our sister affiliate the daily bugle that shows the masked vigilante dressed in black ripping one of the armoured car doors off its hinges. We are here now with the brave young man who took the photographs. Thank you for talking with us."

"No problem."

"For the record what is your name sir?"

"My name is Eddie Brock." At that moment Tabby shut off the volume and turned back to the group.

"What the hell is going on guys?" Tabby asked

"I'm Afraid we don't have time to explain Tabby." The professor said "Everyone suit up and head to New York I'm going to go to Cerebro and see if I can pinpoint Peter and maybe find out what kind of damage has been done to his mind."

Everyone did as they were instructed and then climbed aboard the X-jet and were gone. The professor meanwhile went to down to Cerebro to connect with Peter if possible.

Back in New York Peter had taken temporary refuge in an abandoned church he couldn't understand what was going on part of him knew robbing that armored car was wrong but at the same time it felt so good it was like he was free for the first time in his life. Peter sat in his dark corner brooding when he heard a voice in back of his mind come forth and slowly get stronger.

'_Peter'_

"Professor, are you in my mind?"

'_Yes Peter where are you?'_

"Obviously you have seen the news."

'_Yes Peter I have'_

"Good, then you can take that as my formal declaration of resignation from the X-men."

'_Peter you are not thinking clearly that suit is…." _The professor was cut out of Peter's mind forcibly.

"Why did you do that?" Peter said to himself

'_Forget him; we longer need him or the X-men. We are one now and forever.'_

"Your right we longer need anyone." Peter was brought out of his conversation when he heard a door open. Peter looked around and found a man with blonde hair and a fairly impressive build carrying a camera, Peter jumped from his perch and landed right in front of the intruder. The man quickly grabbed his camera and started snapping pictures.

"So you're Spider-man huh I have followed you around for a while." The man said as he snapped more photos, annoying the wall-crawler.

"Look I love the black suit it is seriously slimming." He said as he snapped one more photo. Peter had enough he fired a web-line gagging the talkative photographer the man dropped his camera and it smashed to pieces then Peter grabbed the guy and threw him across the church until he landed by the alter peter then fired more webs effectively cocooning the man.

"Now what shall I do with you. I know maybe I'll eat your brain." Peter said evilly as the suit spilt open at the mouth revealing a row a jagged dinosaur like teeth and a wicked looking tongue. Peter edged closer until he heard the familiar sounds of the X-jet landing nearby.

"Damn I hate when my meals get interrupted." Peter took his normal look once more, gone were the teeth and mouth and back was the normal black suited Spider-man.

A few minutes earlier the professor was doubled over in pain from the sudden disconnection from Peter's mind. Never in his whole life had Charles ever experienced such raw evil. He gathered his composure once more and reached out to his X-men.

'_Scott!"_

"Yes Professor we hear you."

'_Scott you must hurry the suit is slowly gaining control over Peter if we can't find a way to separate them soon I fear we may lose Peter forever.'_

"Where is he Chuck?" Logan asked gruffly

'_He is in an abandoned church on Hope Street.'_

"We are almost there ETA 2 minutes." Scott said as they ended their conversation with the Professor. When the team arrived they exited the planes swiftly but quietly. The walked around the building trying to find the best way in and they found the best way was to go in through the front door. The team broke up in to two's. Jean with Scott, Kurt with Kitty Storm with Logan and Rogue, everyone took positions trying to cover any possibility of escape.

"Come in to parlour said the spider to the fly." A voice echoed through the building. "You know the X-jet makes a rather unique sound you should have driven then you might have stood a chance but now you're in my trap." Rogue stepped out from her spot and stood in the centre of the circle the others had made.

"Peter. Peter its Rogue look we know what's happened we don't want to hurt you."

"HA, HA, HA you don't want to hurt me I'm not the one danger." Peter echoed once more

"Peter you're not thinking straight it's that suit you have to take it off."

"OH of course Rogue right away but why should I do that I can do so much with it on."

"Peter…"

"I know what this is your jealous of what I can do you want the suit for yourself."

Rogue was getting frustrated this was going nowhere then inspiration hit.

"With great power comes great responsibility isn't that what your uncle told you."

"LEAVE MY UNCLE OUT OF THIS!" Rogue found the nerve and now she needed to apply the pressure.

"You know what Ah think. Ah think you were the reason your uncle died and you let the man get away how proud he must be of you."

Peter jumped down in front of Rogue staring her down with his white colorless eyes filled with anger and rage.

"Don't you dare talk about my uncle that way I loved him like a father."

"Scott, now!" Rogue yelled

Scott quickly fired a shot and before Peter could react it struck him dead centre in the back sending him flying into a pile of wooden debris. Everyone began to close on him Jean began to reach out with her mind to clear away the clutter when the pile suddenly exploded sending splinters in several different directions. Peter then stood anger extremely clear and then he launched himself at the group with his enhanced Spider-speed he flew at the group first he took out Scott then Jean followed Peter then grabbed a broken 2x4 and slammed it into Storms chest, Kurt tried to teleport around peter and grab him and wrestle him to the ground but Peter sensed the attack and fired a wide spray of web catching Kurt just as he teleported back Peter seized the opportunity and punched Kurt in the gut knocking the wind out of him causing the blue furred mutant to pass out. Kitty had taken the confusion and his in the floor she tried to sneak up on him to imprison Peter in the floor when she was grabbed by a black tentacle like thing that stretched out from Peter's leg. The black appendage lifted Kitty out of the floor and carried her to face Peter straight on.

"Naughty, naughty" Peter then took a piece of wood and clocked Kitty upside the head with the ghost like mutant out of commission that only left Logan and Rogue.

"Rogue you distract him while I go in." Logan ordered but before Rogue could disagree Logan disappeared and before she knew what was going on Peter had her pinned up against a stone column.

"Hello my dear sorry about our date. Maybe I can make it up to you." Peter took a sarcastic thoughtful pose and then responded once more. "Probably not considering you and your friends won't survive tonight." Rogue reached back and slugged Peter across the jaw using the distraction Logan attacked but as usual Peter's spider sense alerted him to the attack and Peter felt the suit make a shield to block the attack and then take and form a fist that gave Logan a nice little "love tap" to his family jewels. Peter then fired a huge glob around Rogues wrist blocking her from turning off her nullifier, and then he fired two more globs to her hands restraining her to the pillar.

"Hang around for a moment would you love." Peter said as he went to deal with the last major threat the X-men had at their disposal. Logan was enraged he charged forward at Peter claws extended but Peter was just a bit faster he fired four webs that grabbed Logan at both wrists and ankles and then he strung him up to rafter looking like a marionette.

"Hey Logan, how's it hanging?" Peter quipped. Logan just growled and thrashed trying to free himself anyway he could. Peter made his move back towards Rogue who was still trapped. Peter reached out with his arm and placed it right beside her head.

"So Rogue my dear care to beg for your life." The black suit began to shift and ripple it reached out and covered her mouth and nose. "I guess not."

Rogue began to thrash about a bit as her body slowly began to run out of air.

"Oh thrashing around like that will only make it hurt more Anna. It's best if you just close your eyes and go to sleep, either way it doesn't matter your still gonna die."

Rogue knew Peter was right if she could just get her hands free she might stand a chance. Her vision began to darken and she knew she only had seconds left. Rogue was beginning accept that she was about to die when suddenly Peter began to scream and snarl in pain. Peter lost his concentration and the suit withdrew from Rogue allowing her to take a deep breath. She coughed a few times and then she began to breath normally she looked to Peter and saw that he was in pain from a web like line that was electrified she followed it to see a shadowed figure standing on a rafter and then the figure dropped down from its perch and landed on its feet. Rogue took a second to clear her vision; standing in front of her was a young woman about 18-19 years old with long brown hair and a rather ample bosom. Dressed in furs and had look of pure determination on her face. She never said a word she just stood there until Logan freed himself he ran over to Rogue and cut away her restraints and then everyone began to wake up. The girl pulled the web off and Peter began to get to his knees obviously dazed.

"Don't run Peter we only want to help." Scott said but Peter fired a web-line up to the rafters and began to swing away when Scott fired a beam that cut his line and struck the church bell the sound reverberated throughout the church and Peter once again doubled in pain, something else happened the suit began to ripple.

"Aww Stop it that hurts." Peter yelled. The X-men all looked at each other trying to figure out what had caused him such pain. Rogue knelt beside Peter and tried to talk to him once more.

"Peter you got to come back to us the suit is lying to you." Rogue pleaded

"It said you would say that, it said your all nothing but liars" Peter argued still feeling the effects of the bell.

"Ah would never lie to you Peter I care about you too much to lie to you." Peter quickly got to his feet and grabbed Rogue by the neck and held her in mid-air. The X-men were set to attack once more when peter warned them that if they made one move towards him he would snap her neck like a twig.

"Peter listen to me Ah need you to come back to us." Peter just glared at Rogue. Rogue began to cry.

"Why are you crying; is it because you know you're about to die?" Peter said angrily

"Ah am not afraid of dying Peter Ah am sacred of losing you to the darkness you have sworn to fight." Peter just stood there and listened.

"You don't know anything this suit is my friend it is all I need." Peter said but not as convincingly as before.

"But we need you Peter….Ah need you." Peters grip loosened but not a lot.

"Why?" Peter simply said

"Because Ah…..Because Ah….Because Ah love you." Rogue said aloud. "And Ah know you love me two but if you love that suit more, then go ahead and kill me." Peter was wrestling within himself he felt it inside the darkness creeping into his soul. Peter dropped Rogue and fired a web-line up to the top rafter and swung away faster than anyone could stop him. He landed on the wooden floors of the bell tower and began to tear at the suit trying desperately to get the suit off but the suit wouldn't let go. Peter yelled out in rage and frustration and smacked the bell and as before the sound reverberated and the suit reacted. When Peter did this he could feel the suit losing control and for the first time Peter saw into its mind and what it wanted from Peter.

"You played me from the beginning."

'_No I am your friend.'_

"Bullshit!" and Peter banged on the bell even harder making more noise he screamed in pain as the suit began to rip from him and once again Peter smashed the bell and again and again until finally he felt the suit gave up and the two were separated. Peter rolled away and the black sludge tried to lunge for Peter once more but Peter dodged and punched the bell once more and the amorphous blob once again screamed in pain until it sank through the floor boards and then disappeared. Peter dropped to his knees and nearly passed out from the exhaustion then a few moments later Peter felt himself lifted he opened his eyes and found he was being held by Rogue.

"Rogue…." Peter began but she just placed her fingers over his mouth to quiet him.

"It's alright it's over"

"Thank you….you saved me" Peter whispered out

"Peter Ah….." Peter used whatever strength he had and grabbed the back of her head gently but forcefully and pulled her to his lips and the two kissed each other as passionately as possible until they both heard Logan clearing his throat.

"Sorry to interrupt you two but I think we should get Peter Home before he catches cold."

Peter looked down and realized he was only wearing boxers. Slightly embarrassed Peter got to his feet and followed Logan downstairs. When they reached the bottom Jean was waiting with a blanket for Peter.

"Thanks Jean." Peter walked a few more steps and noticed the new face dressed in furs.

"Whoever you are I would like thank you."

"No thanks necessary however I do believe that we should save the introductions for later as I am sure someone called the police by now." The girl said

"We at least need a name." Peter said gaining some strength back

"You can call me Jessica." Then she turned around and everyone followed her.

But beyond everyone's view the sludge fell slowly and it began to pool around the unfortunate photographer that was still trapped. Eddie saw the black sludge inch its way over to him he tried to run and scream but the webbing kept him place until finally it came in contact with his skin and it began to envelop his body. Eddie began to scream and then the scream became more feral and demonic until finally he broke free of the webbing and Eddie fired a line and swung away into the night.


	14. salvaged

Salvaged

Peter and the other x-men were down in the infirmary getting checked out. Most of them just received bumps and bruises Kitty and Kurt had it the worst they had small concussions so the two of them were going to have a long night. Beast's main concern however was Peter the strain the black suit put on him was immense if it wasn't for his spider strength and healing factor Hank was sure he would have died. Rogue on the other hand hadn't left Peter's side through the good and bad Rogue was at his side because the suit did more damage to Peter's mind more than his body every night Peter would have vivid nightmares so much in fact Beast had to restrain Peter so he wouldn't go running through a wall in hysteria. Beast was frantic to find a more permanent solution he couldn't have Peter down in infirmary every night it left him with only one option, Hank left the infirmary and went to see the Professor.

"Hello Hank how is Peter doing?" Charles asked

"Well physically he is fine however the separation from him and the suit has left some emotional scars and tell you the truth I am concerned that he may not recover his nightmares have gotten worse and he seems to be getting stronger so the restraints are not even helping anymore I know you hate to do this Charles but I think you have to go into his mind and try to repair the damage."

Charles pondered this request and knew that Hank was right.

"What about our new houseguest has she spoken to anyone since she arrived?" Charles asked

"She refuses to have any contact with anyone and when people get close she tells them to leave before she hurts them." Hank replied

"Hmmm perhaps we should deal with one problem at a time. Let's go see Peter once we have him up and running we will deal with our mysterious friend."

Charles turned in his chair and Hank followed as they made their way to isolation bay where Peter had been staying. When the two arrived they found Rogue bandaging her arm where as she explained Peter had grabbed her and threw her across the room.

"Not a moment too soon Charles he can't take much more." Charles agreed and rolled into the room to find Peter hunched over sobbing over what he did to Rogue.

"Hello Peter."

"Professor….." Peter wiped his bloodshot eyes "I'm sorry I am not my best at the moment."

"It's alright Peter I am here to help." Charles just smiled and rolled to the head of the bed and instructed Peter to lie down and relax.

"I am going to go into your mind Peter I won't hurt you." Charles said he stretched out his mind and entered Peter's.

The professor materialized inside Peter subconscious he stood from his chair and began to look around at first it was nothing but a haze of grey then it slowly began to take shape as skyscrapers began to grow from the ground. The professor willed himself on to the top of a nearby building and noticed the city was like New York. Charles began to hear a strange sound he turned around and saw a young boy about 13-14 years old curled into a little ball sobbing Charles walked over to him and placed a hand on his shoulder giving comfort to the child.

"Hello Peter."

"Who are you?" the boy responded

"I am a friend." Charles responded "Why were you crying?"

"He's after me and I can't hide from him."

"Who is after you?" Charles questioned but before Peter could answer the city went very dark and Charles could see a giant black ooze like monster begin to cover everything and it was headed directly for Peter. Peter got up to run when the professor grabbed him and held him in place.

"Peter you can't run from it forever you must fight it."

"I can't it's too strong. I can't fight it." Peter broke free and began running away Charles momentarily left Peters mind. Charles needed help and he knew just who would fit the job.

"Rogue, take my hand I need your help." Rogue wasted no time and quickly did as she was instructed, and like the professor she too was brought into the cityscape of Peter's mind.

"Where is he Professor?"

"He's running Rogue, he's running from the fear of that thing and he needs you to help him fight it."

The young boy came running by and Rogue stepped in front of him to keep him from running any further.

"I know you."

"Yes you do Peter but you have to stop running."

"I can't he will get me again I won't go back I won't."

"Then fight him Peter."

"I can't he's too strong for me." The boy fell to his knees and began to cry once more. Rogue dropped to her knees and hugged the boy Peter you are strong you just need to remind yourself of that remember who you are. Peter looked up into Rogue's eyes and he began to feel stronger and braver, but the feeling was short-lived as the black monster resurfaced and began to approach Peter but this time he didn't run he turned and faced the monster that was chasing him the creäture took a moment to collect his thoughts never had anyone stood up to him like this but it was undaunted and reached out its hand and grabbed Peter.

"Peter!" Rogue yelled but the professor held her back they had done everything they could now it was up to Peter to fight this fight.

The black ooze brought Peter closer to its mouth and proceeded to swallow Peter but like a ray of hope beaming from heaven a web-line flew through the air and grabbed Peter from the monsters clutches Peter landed on top of a building hard and landed beside the Professor and Rogue. The three of them looked to where the web came from and saw a giant spider-man suit standing proudly to stop the creäture. The blackness roared and lunged at the giant protector and the two titans dueled from control. The spider-suit fought bravely but quickly it began to waver and then it fell to the ground in defeat and the darkness turned to claim its prize.

"Peter, get up!" Rogue yelled

"I am standing right beside you." Peter said confused

"Not you Peter, that Peter" Charles said pointing at the suit.

"I am Peter that's Spider-man." Peter argued

"No it's not Peter you and Spider-man are the same but everything he has done, everything he represents comes from you. You are his strength Peter believe in it and it is all you need to fight back." Rogue said convincingly. The boy looked down and then he quickly began to grow older no longer was he a scared little boy now he was a man and it was time he showed this creäture what a man could do.

Peter walked to edge of the building he was on and jumped a few seconds later Peter and the suit disappeared and in their place was a proud and tall giant Spider-man. He ran forward and wrestled the creäture to the ground and Peter began to punch and kick causing the monster to scream in pain and with each blow Peter delivered the monster became smaller and smaller until it was no larger than the size of moth. Peter started firing webs in different directions and he began tying them together to form a large web in the shape of a Native American dream catcher he then fired one more web grabbing the small monster he swung it over his head like an Olympic hammer thrower and flung the creäture into the web where it became tangled. Peter then Peter shrunk down to normal size and removed his mask and turned to his to visitors.

"Thank you both of you." Peter said he walked over to the professor and shook his hand in gratitude. "You know you are a lot taller than I thought you'd be." Peter quipped which earned him an annoyed smile from the professor.

"Oh yeah he's back to normal." Rogue said.

Peter then walked over to Rogue and just looked at her no words were spoken no gestures made the only thing Peter did was simply fire a web-line at Rogue and pulled her into his arms where he proceeded to give her the biggest kiss he could muster. Rogue returned the kiss and the two quickly became caught up in the moment and they would never have stopped had it not been for the professor not so subtly clearing his throat.

"We should go now Rogue…..I'm sure you would like to continue this outside of Peter's mind." Rogue just blushed and then left Peter to place his mask on and swing away. The professor grabbed Rogues hand and the two exited Peter's mind when they got back to their own bodies they found Peter snoring away sleeping comfortably for the first time in 3 days.

"Successful mission I presume." Hank said

"Yes for a while there I thought for sure this was not going to work." Rogue said

"The probability that we fail in the struggle ought not to deter us from support of a cause we believe to be just. Abraham Lincoln." Beast said and walked over to check on Peter's vitals

"I suggest you and go get some sleep yourself Rogue you have had a rather long three days yourself." Charles suggested

"Thanks Professor but Ah just can't leave him now Ah want to be here when he wakes up." Rogue politely refused

"I understand I'll have Hank bring in a separate bed for you." Charles said and rolled away tired from the ordeal inside Peter's mind.

Rogue sat down beside Peter and just watched as he slept his first restful sleep since this whole ordeal began. Peter awoke the next morning to the sound of light snoring he opened his eyes and found Rogue had curled up on to his bed and the two were snuggling Peter didn't want to wake her so he carefully got out of bed grabbed some clothes that were left for him and made his way to the kitchen for what he hoped was a hearty breakfast because he was starving. Peter walked out of the elevator and saw that it was very early in the morning as the sun hadn't risen yet. He walked through the hallways to the kitchen he had just turned the corner and found a new girl sitting at the counter wearing a pair of jogging pants and a loose t-shirt.

"Hi" Peter said calmly. "My name is…."

"I know who you are." She cut him off.

"Well that makes one of us as I don't know you." Peter said nonchalantly

"UGH! My name is Jessica and I am the one who stopped you from killing your girlfriend I don't like people and people don't like me alright now if you know what's good you will leave before things get weird." She warned

"I think weird went out the window about 10 minutes ago." Peter quipped just as Kitty came walking in hearing the noise. She quickly rubbed her eyes and noticed Peter walking around she quickly woke up and jumped into Peter's arms hugging him.

"Oh man it's like totally good to see you Peter we were so worried about you." Kitty said and then her face began to sour as she saw the new girl in the kitchen.

"WHAT ARE YOU DOING IN HERE WITH SKANKARELLA!" kitty said as Jessica just shook her head and walked back outside.

"Whoa that was majorly rude Kitty what's the deal." Peter said as Kitty began to calm down.

"I don't know every time I see her get incredibly…"

"Bitchy" Peter said Kitty just looked at Peter like he was being rude but she relented as he knew she was right.

"But it's not just me ever since she arrived all the girls have been like that to her and don't get me started on the boys they all just swarm to her like moths to a flame even Kurt and he has a girlfriend that he is like crazy about." Kitty explained

"Interesting because I was just with her and I felt nothing." Peter shrugged it off and then grabbed some eggs and started cooking.

"Peter you should like let me do that." Kitty protested

"I just got out of the infirmary do you want to send me back down there." Peter quipped

"Oh ha, ha" Kitty mocked

"Who's joking the last time you cooked my spider sense went off telling me to run away."

Kitty just stuck out her tongue and gave Peter a raspberry and sat down while Peter cooked.

A few hours later Aunt May arrived to find Peter and Kitty eating some scrambled eggs she quickly ran to Peter and gave him a hug.

"Peter, are you alright?"

"I'm fine aunt May I just feel like a big jerk because of the way I acted these last few days." Peter said

Just then the Professor wheeled in happy to see Peter out of the infirmary.

"Professor, man I owe you big time whatever you did in my head I feel ten times better than I have in years."

"You're welcome Peter, but I wasn't alone Rogue helped a lot."

Peter just smiled and put his plate in the sink to be washed. He took a couple of eggs and scrambled them and made some toast as quickly as he could and then plated the food and then poured some OJ and carried it out of the room.

"Oh professor if it's not too much trouble I'd like to have a meeting with everyone if that's ok."

"I think I could arrange that." Charles said

"Thanks oh by the way what's the deal with the new girl." Peter asked

"I'm afraid we don't know she hasn't spent a lot of time with anyone." Charles said

"Hmm ok I'll be back in a bit let me know when everyone is ready." Peter left with the eggs and went back down to give Rogue a surprise breakfast in bed.

Back in the infirmary Rogue was slowly waking up and her sense of smelled was being deliciously tickled by the smell of eggs and orange juice.

"Hey time to wake up beautiful." Peter gently whispered into her ear.

"Hmmm…..sniff, Peter, what smells so good?" Rogue said groggily

"Scrambled eggs and toast with a glass of orange juice."

Rogue sat up and took the plate of food and placed it in her lap. As she dug in to her food Peter was building up the courage to apologize for the way he had been. Rogue finished eating and Peter took the opportunity.

"How were the eggs?" Peter asked

"Delicious, thank you" Rogue complimented.

"Listen Rogue before we go upstairs I want to say I am truly sorry for the way I behaved these last few days." Peter said

"That wasn't you Peter it was the suit."

"You see that's where you're wrong all the suit brought out was what had been buried deep within, it used my own insecurities and desires against me. Essentially speaking there is a part of me that is for lack of a better term evil." Peter began to breakdown and cry a little. "I almost killed you. Twice for that I can never forgive myself." Peter fell over and placed his head Rogues lap crying out all his guilt and frustration over what had happened. Rogue just sat there and stroked his hair and let him cry until he had nothing left.

"My god Rogue, if I am capable of killing someone I love, what does that say about me. What am I truly capable of?"

"Hey" Rogue pulled Peter from her lap and looked deep into his eyes. "You are a good person never doubt that. We all have demons inside us Peter but the true test of a hero is accepting that darkness and controlling It." her face softened. Peter wiped his eyes and then started to calm down.

"You know you're pretty smart for a girl." Peter chuckled and Rogue smiled Peter then looked to make sure Rogue was wearing her nullifier and then he made his move and kissed her deeply and Rogue reciprocated and the two fell back on the bed in each-other's arms. 10 minutes later Peter received a telepathic message telling him that everyone was gathered and waiting for him. Peter reluctantly removed himself from Rogue's embrace and the two (fully clothed) made their way back to the group. Peter and Rogue walked into the living room holding hands and everyone noticed, but what they noticed also was Rogue's make-up was smudged and Peter was covered in it, everyone including aunt May quietly snickered. Peter was oblivious of course and he made his way to the centre of the room to begin his rather public apology. After he was done Aunt May came over and hugged Peter supportively and then wiped his face where Rogue's lipstick was smeared.

"You know Peter if you decide to start wearing make-up you might want to pick a different shade this is much too dark for complexion." May said and Peter ran off to the bathroom to get cleaned up leaving aunt May and Rogue alone to talk.

"I take it things are going well between you two?" May asked

"In a word, yes" Rogue said

"Well when he gets back you, Peter and I are going to have a talk."

This made Rogue cringe and asked what about. May smiled and simply said.

"I think you know dear." And gave her a little wink and walked away.


	15. complicated

Complicated

Peter and Rogue walked out of Mays room the young couple had just survived 'the talk'. They came out looking like they just seen a ghost walk through the gates of hell and shook hands with the devil himself.

"Rogue"

"Yes Peter." Rogue answered

"I never want to go through that kind of experience ever again." Peter said with a certain amount of fear in his voice.

"Agreed." The two held hands and then made their way downstairs as Hank was doing the assessments on Jessica down in the infirmary. When the two arrived they were greeted by a rather surprising sight, they found Jessica clinging to the top corner of the med bay while Beast and the professor were quoting poetry to the 18-year-old girl.

"Uh professor what's going on in here?" Peter asked slightly sick to his stomach

"Oh uh hello Peter….um… this must seem rather….."

"Disturbing" Rogue finished. The professor just held a goofy grin while hank was doing his best to woo the young woman who was having none of it. Rogue began to take deep breaths and her mood began to change quickly she walked over to Hank.

"Mr. McCoy Ah suggest you get off the floor now and leave before you catch something from this super dyke." Rogue spat out and marched directly towards Jessica. Jessica was thankful that Rogue couldn't reach her but Peter could see a look of disappointment and loneliness on Jessica's face almost like this has happened to her before. Peter on the other hand wasn't feeling any different and grabbed Rogue and pulled her out of the room. Once she was out of the room Rogue's attitude changed back and she quickly began to feel really guilty.

"OK care to explain what that was about." Peter asked his girlfriend

"Ah don't know ah just felt incredibly repulsed by her Ah can't explain it."

This got Peter thinking based what just happened and what kitty told him about how people have been acting around her Peter came up with a theory he told Rogue to stay put and if she needed to talk to the people in the room to use the intercom. He marched back in and grabbed beast with more strength he ever knew he had and dragged him out of the room followed by the professor. Peter then sealed the doors from the inside leaving the two wall crawlers alone in the room.

"Great what are you going to do now start quoting Romeo and Juliet to me?" Jessica said sarcastically

"Actually I was just about to ask you to come down so we can assess your powers." Peter said.

"Wait, you're not going to try to hit on me or anything?" Jessica said confused.

"Is there any reason I should? Besides I have a girlfriend now." Peter said as he attempted to warm up the equipment needed. Jessica hopped down and took a seat in a nearby chair. Peter felt lost, sure he was a genius but he had never seen most of this equipment before and had no idea how to turn it on let alone operate it. So he decided to do this the old-fashioned way.

"Alright now I don't know what's going on but it seems I am unaffected by whatever effect you have on people so for now you and I will be working closely ok." Peter said matter of factly "Now your name is Jessica right?" Jessica nodded her head in agreement. "Do you have a last name?"

"Not that I can recall, I don't have a very extensive memory at the moment all I know is that I was found in Alaska about a week ago by some arctic backpackers." Peter became curious at that.

"Where in Alaska exactly?" Peter asked

"About 30 miles north of Nome Alaska, the people who found me said I was crawling out of some sort of wreckage." Peter stood up and made his way to the door.

"Ok I am going to see if the two Don Juan's are back to normal. Just stay here for a moment while I go talk to them." Peter opened the door and shut it tightly.

"Are you guys feeling better now?" Peter asked the trio in the hallway

"Yes we seem to be but for the life of me I can't figure out what came over us" Charles said

"I have a theory about that, I suspect she is emitting some sort of Pheromone hence why every guy in the mansion is following her around like a love-sick puppy dog." Peter explained.

"Well let's test that theory shall we" Hank left for a moment and grabbed some respirators he placed one over himself and handed one to Rogue while the Professor stayed in the hallway feeling rather sheepish over the way he behaved around the girl. Hank and Rogue entered the room followed by Peter who apparently seemed to be immune to the effect that Jessica has over people. Beast hesitated for a moment when nothing happened he began to feel like Peter might be on to something.

"Rogue would you please take your mask off for a moment." Beast requested and Rogue obliged once she began to take a few breaths her attitude once again changed for the worse. She began to charge up to the girl spouting of warning after warning about everything short of the Kennedy assassination. Peter shot over and had put the mask back on once she did she returned to her normal self.

"Well I think that confirms it. I will begin working on some way to counteract that ability, till then I suggest we keep these masks on." Beast stated "well my dear it seems we have identified one of your special skills care to inform us of some of your others."

Jessica sat up from her chair pointed her wrist at the wall and fired a web-line similar to what Peter does with his web-shooters only she did it herself. Beast went to touch it and received a mild shock.

"Hmm electro webbing tell me have you ever tested the tensile strength of this web."

"Not that I recall as I told Peter I can't remember anything before a week ago."

"Ok well first things first let's get you processed in to our system and then we can begin your power assessment." Hank grabbed a tray with a series of vials and syringes and started taking blood and hair samples for testing then with the Professor guiding him telepathically Peter placed the Cerebro helmet on her to scan her brainwaves then came the very uncomfortable part for Jessica. As with Peter she had to strip down and place herself in front of the body scanner. Of course Jessica didn't want to do this in front of men but Hank explained that he was a doctor and that she had nothing to hide from him. Rogue offered to help her as best she could so that she wasn't totally embarrassed that left Peter. But before anyone could make any comments Peter grabbed a cloth and blindfolded himself so that he couldn't see. Once the testing was complete Rogue walked Jessica to the girls changing room so that she could get fitted with a recruit uniform while Peter and Beast went to the danger room to prep it for her testing.

Jessica came through the entrance dressed in a recruit uniform unlike the other students she made hers look good. It hugged every curve of her body like it was made for her. As usual the testing stage drew a crowd and even though they weren`t affected by her pheromone powers every boy in the room including Scott was ogling her body.

"Well my dear you have a very captivated audience let's see what you can do. So please tell us what you can do."

"Well tell you the truth I am not really sure of all my abilities." Jessica said

"Well we know you generate electro-webbing no need to test that; anything else you can think of?" Beast inquired

"Well I was told I was really strong, the people who found me said that I was able to life a car."

Hank and Peter looked at her for an explanation on that.

"Long story don't ask." Was all she said.

"OK well let's put this to the test Peter would you be so kind as to demonstrate for her."

Peter went to the hydraulic press and took the position and the weight had begun to press down on Peter.

"Peter's overall strength level allows him to lift in excess of 3000 lbs, we will be using him as a reference to your powers since they are very similar." Hank explained

"Uh Hank you might want to review your numbers there." Logan said from the control booth. Hank looked down at the IPAD and was astonished to see Peter was dead lifting almost 13 tons before he said he had enough.

"Um Hank…..how much did I just lift?" Peter said

"I am at a loss for words Peter but you just held 12 tons"

"Ok I am officially freaked." Peter stated

"Let's deal with one thing at a time ok Peter. Jessica would be so kind." Beast said as he motioned for her to take the position peter just had

Jessica took the same stance as Peter and the weight began to apply. Jessica was having no problem until she hit the 7 ton mark and then she quit. Beast and Peter were reading the data as it came in comparing it to Peter's latest data. Peter then mumbled something under his breath and then found himself on the receiving end of a large painful blast that sailed across the room and hit him square in the chest.

"I heard that you egotistical jerk." Jessica said

"I didn't say anything." Peter argued

"You said under your breath that you hate being upstaged by a girl."

Beast was intrigued. "You heard him say that all the way across the room. I was standing right beside him and I could barely hear him, also what was that you just hit him with"

"Yeah I heard him so what? And I call that my venom blast" Jessica replied. Beast punched a sequence into his IPAD and then a cacophony of noise filled the room and he instructed her to try to repeat the number spoken amongst the noise. In 30 seconds she heard the number and repeated it and then twice more to make sure it wasn't a fluke. Beast began doing some calculations on his IPAD when the sensors in Jessica's suit started registering an overabundance of bio-energy much like the kind that Scott uses from his eyes.

Beast punched in a target range.

"Ok Jessica I would like to try something do you think you could shoot those targets using your venom blasts."

"Sure but I don't have very good control over it" Jessica protested

"I understand but I will tell you this, the key to it is focus." Beast instructed

Jessica took a deep breath and centered her mind and as if on command her hands began to glow and then she felt it release and then a bolt of energy flew through the air and struck the target obliterating it.

"Whoa ok now I am jealous." Peter said

"Not to sound rude but could you tell the person who smoked a really cheap cigar in here that I really don't like the smell and that if he could keep it away from me I'd really appreciate it…sniff….sniff…. god I can smell it all over the place."

Logan just growled.

"Is there anything else you can do?" beast asked

"Only walk on walls." She replied

"Nothing spectacular there, several of us do that already." Peter said

"Alright I suggest you get some rest Jessica, and until we can find a way to control your pheromones I suggest you sleep in the med bay alright." Beast suggested "Peter can you stay behind."

"Sure Hank."

Rogue entered the danger room and escorted the new arrival to the shower rooms to change and get settled.

"What's up Hank?" Peter questioned when he saw the worried look on his face. "That's never a good look Hank what's wrong?"

"There is plenty wrong Peter first being that your increase in strength I can't explain it. Secondly I just had the computer notify me after it was done analysing Jessica's blood samples and she shares a genetic similarity to you."

"WHOA back up there Hank what are you saying?" Peter said shocked

"I am saying she is either your sister or your daughter." Hank said bluntly.

"That's impossible on both counts. Aunt May would have told me if my mom or dad had a child other than me and I'll tell you right now it can't be my daughter because I am a virgin." Peter said trying to convince the blue haired doctor.

"Peter calm down I believe you are telling the truth however the evidence was standing in front of us that she does exist." Hank's IPAD beeped once more and hank looked at the results. "OH MY STARS AND GARTERS!"

"Now what Hank, did you find that she has a twin brother somewhere as well." Peter said slightly angry.

"No…..but I believe I know who her mother is." Hank turned the IPAD around and Peter's eyes went wide as saucers and then he fainted.

"Jessica stepped out of the shower and started to towel off when Rogue stepped around the corner wearing the oxygen mask Hank gave her so that she wouldn't be affected by her Pheromones.

"How was the shower?" Rogue asked the new girl.

"Without a common frame of reference I have no way of describing it but I do feel invigorated."

Rogue looked the girl over once and she had to admit she was rather attractive but her hair color was all wrong for her.

"Tell ya what once we figure out how to neutralize your sex spray how about we go shopping for some clothes for you." Rogue offered

"Why? I like what I have." Jessica replied.

"Well that may be but you can't go around wearing furs in the middle of summer around here and you can't wear Jogging pants and t-shirts all the time." Rogue countered

"Why are you doing this?" Jessica questioned.

"Because Ah know what it's like to be alone. Everyone needs at least one friend and once you have one, more will be sure to follow." Rogue spoke with wisdom beyond her years and walked out of the locker room to allow her to get dressed. When Rogue stepped outside the room Hank was helping Peter get to his feet.

"What happened."

"Peter has had a rather large shock to his system and before I explain further you should sit down as well." Rogue did as she was instructed she sat behind Peter and supported his head in her lap as beast began to explain.

"I had the computer run a Genetic scan just on the off-chance that Jessica's parents might be in the system and as luck would have it we found the matches."

Rogue listened as Hank took the long way to explain.

"As you might have suspected given the nature of her powers Peter's DNA was found as well as…." Hank tried to finish but couldn't he just grabbed the IPAD and had Rogue read the results. Rogue grabbed Peter by the hair and pulled him to his feet angrily.

"ALRIGHT YOU SON OF A BITCH DO YOU CARE TO EXPLAIN THIS BEFORE AH CUT YOUR NUT SACK OFF!"

"Rogue I can't explain it, besides 18 years ago I didn't have my spider powers and to this day I am still a virgin." Peter explained and Rogue let go of his hair "Thank you."

"Then how is it you and Mystique have an 18-year-old daughter?"

Peter heard a thud in the background and on the ground was a water bottle and Jessica standing wide-eyed in disbelief at hearing this.

"Oh this is going to be a long night." Peter said as he looked to the heavens in disbelief.


	16. the return

The return

"I don't understand. How can he be my father? We are the same age." Jessica said in a near panic

Beast and Rogue scrambled to get their respirators on. Rogue ran over to her new friend and tried to calm her down.

"Jessica you need to stay calm alright" Rogue said

"Do not tell me to stay calm I am anything but calm right now."

Peter ran over grabbed the girl by the shoulders and forced her to look at him.

"Listen to me I promise you we will find answers but at this moment becoming hysterical is not going to help anyone alright." Jessica just nodded and started to relax. "Alright first thing, Rogue, please take her to the med bay. Second I am going to the professor before we do anything he should be informed Meanwhile hank I suggest you find a way to neutralize her ability so that she doesn't affect any more of us with her pheromone spray ok. Now let's move." Peter ordered and the group dispersed.

Rogue took Jessica to the Infirmary.

"Man this is totally surreal; I mean how can I have a virgin father the same age as me?" Jessica asked rhetorically

"You're telling me, that virgin father you're speaking about is my boyfriend." Rogue said

"(SIGH)…..so what do we do now?" Jessica said.

"Well first thing is you need to get some rest then we will go from there." The Goth girl said comfortingly. Rogue found a bed for Jessica to sleep on.

"Get some sleep we'll come get you when we figured something out." Rogue left sealing the door behind her so others weren't affected by her. She walked to the elevator and went upstairs and joined in the meeting that had assembled in the professor's office.

"I am at a loss to explain it but the results don't lie, somehow Peter and Mystique have a genetic child together." Beast explained Charles sat back trying to wrap his head around the situation, Rogue just sat in the corner quietly fuming thinking that Mystique was behind this somehow. Peter on the other hand was just quiet which was unusual for him. Charles noticed this.

"What's on your mind Peter?" Charles asked the teen boy.

"Well obviously we are missing some part of this puzzle but something Jessica said keeps coming to mind." Peter said

"And what is that Peter?" Beast questioned

"She said she was found by arctic backpackers a little over a week ago 30 miles north of Nome Alaska." Peter explained

As soon as peter said it Charles was aghast and knew exactly where Peter was going with his thinking.

"You're thinking this has something to do with asteroid M."

"It's the only thing that makes sense, the timing for one and the fact that I never met Mystique until she came here looking for help. Professor I want to go back to Alaska and see if we can find any wreckage or anything that might provide answers not only for her but for all of us." Peter requested

"Alright but not alone Logan go get Scott and Ororo and have the X-jet prepped. Hank I think you should go too there might be something there that would require your expertise." Charles ordered

"Thanks professor." Peter said. He turned to Hank and asked him, "Have you figured out some way for her to travel with us?" Beast looked at him confused. "Jessica has every right to come with us this concerns her as much as anyone." Peter defended.

"Nothing at the moment Peter however I might have a temporary solution for the moment." Beast and Peter left the room leaving Rogue alone with the professor.

"Something on your mind Rogue." Charles asked

"No professor Ah was just wondering."

"What exactly?" Charles prodded

"What will we do if they find something 'BIG'?" Rogue said with nervousness in her voice.

"One thing at a time Rogue. Trust me it will all work out." Charles said and smiled at the young girl. Rogue got up and went to the kitchen to grab something to eat.

An hour later the X-jet was flying around the more barren part of the Northwest Territories en route to the last known location of the asteroid M wreckage. In the Plane Scott and Logan were in the cockpit of the jet monitoring the systems and trying to give a smooth flight. Storm was doing her best to smooth out the ride as a snow storm had brewed up and was starting to ice up the wings of the jet. Beast and Peter were busy monitoring Jessica. Beast had managed to wrestle up a biohazard suit so that while anyone was in close contact with her no one would be affected by her scent based ability.

"How are things in there Jess?" Peter asked

"Everything seems to be working fine, I have plenty of oxygen and judging by everyone's lack of reaction to me the suit seems to be intact." Jessica said not overly happy about having to wear the bulky suit but she understood.

"Ok guys we're coming up on the last known location of the wreckage." Scott activated the VTOL engines and set the plane down gently. He shut down the engines and took a baseline reading of the outside temperature.

"Ok guys the working temp is -40 below, everyone grab a partner and don't lose sight of them when and if you find something radio in and we will approach together alright no need to get into trouble up here." Scott ordered

Everyone nodded and partnered with Jessica beast went with Logan leaving Scott to go with Storm. Once everyone exited the jet they were hit with the sudden blast of the arctic tundra.

"Should have worn the thermal suit." Peter said over-exaggerating a shiver "Does anything look familiar Jess?"

"Not really" she took a look in a wide circle and then stopped when she found a large snow-covered hill in the middle of a vast flat landscape. "There" she pointed "I remember the sky it looked exactly like that when they found me." Peter radioed in.

"Spider leader to all teams we have found something." Peter gave his location and two minutes later they all arrived.

"That was fast." Peter quipped

"In this weather you learn to move fast." Scott complained. "What have you got?"

"Jessica remembers this landscape and she said that snow-covered hill over there looks familiar." Peter explained. Scott walked up and brushed away some snow and found a large metal structure Scott held a hand to everyone and told them to stand back. He set his visor and let loose a wide beam blowing away the snow and ice. Once everything settled the found a large hole torn in the side. Peter walked up to it and judged if it was safe.

"Well Peter is it alright?" Beast asked

"No spider-sense so for now everything seems ok; but be ready to book it if it goes off ok." Peter warned and then entered followed by everyone else. Peter reached for his belt and activated his flashlight and started scanning the area with it he went a little further and stopped.

"Guys, over here." Peter walked up and saw the mutant enhancing machine still intact.

"Is that what I think it is?" Storm asked

"You betcha, man I was hoping this thing was destroyed." Peter said as he walked closer to the computer panel and pressed a button, as expected nothing happened the power system was completely drained.

"Well it was worth a shot." Peter said as he leaned against the machine and once he did a lever gave way and the machine opened up. Peter looked inside and was horrified at what he saw and ran away.

"What is it webs?" Logan asked ready to pounce.

"Look inside." Everyone followed Peter's suggestion and found a large pool of black sludge the same kind that took over Peter only a short time ago frozen in a block of ice. Beast took out an ice axe and began hacking away; Peter rushed forward and stopped him.

"What the hell do you think you're doing Hank?" Peter yelled fear clear in his voice. "You know what that's stuff does."

"Peter I understand how you feel but as a scientist I am obligated to find out what this sludge is but as a favor to you I promise to use every safety procedure I can."

"We should just leave it and destroy this place." Peter said and went back to searching the remains.

Hank grabbed a specimen container took a sample of the sludge and placed it inside and sealed it and continued searching. Peter was following the path of the cables from the terminal and found they entered into a large cabinet. He reached for the handle and pulled, the door fell off and inside Peter found computer hard drives.

"Hey guys I found something." Everyone came over except for Logan he ran back outside for an unknown reason.

"Excellent work Peter we can take these with us. If the damage isn't too extensive we might be able to find some answers. Beast and Peter grabbed a nearby box and started yanking the computer drives and placing them in the box. They had pulled the last one when Logan came running back in.

"We gotta go." Wolverine growled

"What's going on?" Scott asked

"There are several helicopters headed this way, we need to be out of here before they land." Logan ordered.

Peter grabbed the box and then Jessica and everyone took off. Just before they entered the jet Cyclops turned around and fired a large blast sealing the entrance.

"Hopefully that will keep them out." Scott said as he climbed on board he took his seat and fired up the engines and took off before they were seen.

The helicopters landed and several squads of heavily armed men began funneling out from them. Each guard took up a position and secured the false hill.

"Area secure Trask one, OsCorp one your landing zones are green for landing."

A few seconds later two more helicopters landed and two men jumped out.

"Is this the sight?" One man asked

"We believe so Mr. Trask however we can't open the structure with the equipment we brought."

Trask reached in the helicopter and grabbed a metal case and opened it.

"What is that sir?" The guard asked.

"In a word a very large can opener." He fired a laser beam that cut through the side like a hot knife and the opening was revealed.

"Lead the way Mr. Trask." The other man said

"After you Mr. Osborn."

The two men began searching and Norman Osborn took a look inside the large mutant enhancer.

"Mr. Trask take a look." He called for his colleague.

"What do you think this stuff is?" Trask asked when he gazed upon the black sludge encased in ice.

"I don't know but I want this stuff shipped to the lab immediately as well as any technology you can find." Norman ordered and the soldier guards acknowledged and left to make some radio calls for an extraction and recovery teams.

"Do you think we found what we are looking for?" Trask asked

"Perhaps Trask but for now I'd say we hit the mother lode."

Two hours later the x-men arrived carrying the hard drives and a very tired young girl.

"Jessica why don't you go get some sleep in my room tonight it is isolated and no one will bother you." the Professor offered

"What about you Professor?"

"I'm afraid I have to leave there is a potential emergency that I must tend to." Charles said

"Do you need any help professor?" Scott asked

"No I should be fine on my own for now Scott. Till then Hank and Storm are in charge." Charles turned around and went to show Jessica to his room.

"Ok Pete how long before those hard drives are accessed." Scott asked

"I don't know Scott give a couple of hours and I might have something." Replied Peter

"I'll have Kitty give you a hand. Alright guys for those of you not working on a project I suggest we get some sleep."

Everyone broke off Pete went with Hank and began to get to work. A few minutes later Kitty showed up to lend a hand.

"Like, what's up guys?" Kitty asked

"Great timing I have hooked these drives up to that console over there." Peter pointed towards a computer console. "When I turn on the power see if you can access the memory."

"You got it Pete." Kitty sat down and prepared to work her magic.

"You ready?" Peter asked and Kitty nodded she was. Peter turned on the power and the computer whirred to life. Kitty started typing away until she found the program she wanted and the system began to download.

"Ok let's see what magneto was up too." Peter sat down at another computer console and began searching through the memory. After an hour of sorting through data Peter shot up from his chair and ran out of the room. Kitty checked on what Peter was reading.

"Oh my god, that can not be right." Kitty said as she continued going through the data.

Peter went running out of the lab and without looking he ran into Hank how was carrying a beaker of pink fluid.

"Whoa easy there Peter, where's the fire?" Hank asked

"Sorry Hank but I have to get Jessica I think we found some answers." Peter said and ran off.

Hank walked in and found Kitty reading the data on the screen.

"Kitty what's going on?"

"Hank, come take a look at this." Kitty urged. Hank grabbed his glasses from his pocket and began reading the screen.

"Amazing"

A few minutes later Peter was dragging a very groggy and unsuited Jessica into the room.

"What in the name of Zeus's beard has gotten in to you Peter?" Jessica asked.

Before he could explain Kitty began to get very agitated and Hank began acting like a Casanova once more.

"Oh sorry guys would you mind stepping outside so I can fill Jessica in on what we found." Hank began to come to senses a bit; He grabbed the pink fluid he was working on and screwed a window cleaner sprayer on the end and began praying Jessica with it. Once she was sprayed the room began to fill with a rather pleasant smell; shortly after Kitty and Hank began to return to normal.

"There much better." Hank said as Kitty shot up from her chair to apologise to the new arrival.

"What is that stuff Hank?" Peter asked

"It is a chemical perfume that neutralizes her pheromone projection."

"Oh man perfect timing Hank." Peter said

"Well I aim to please."

"Ok everyone please let's just slow down." Jessica said trying to bring some order to the chaos. "Now what have you guys found?"

Peter took a deep breath and let it out and then began to speak.

"We figured out how it is you came into this world Jessica. About a week or so ago the x-men were kidnapped and taken to the arctic where this man Magneto tried to forcefully evolve mutant kind with this machine. Before he had a chance to really put it into use we stopped him, however before the facility exploded Mystique and I fell into the machine and the process of enhancing us began."

Jessica just sat down and tried to understand everything Peter was saying.

"The problem is the machine was programmed to recognise Mutant DNA."

"Which you're not" Jessica said catching on to what Peter was saying.

"Correct my powers came from a radioactive spider that radiation is still in my blood the machine couldn't read my DNA properly because of it. However the process couldn't be interrupted and the machine tried to find a way to compensate."

"So what did it do?" Jessica asked

"The machine was confused, it was reading both Mystique and I as one person and if it tried to enhance us in any way it would have killed us and the computer safety protocols kicked in. The result was you, it took the blended signal and transferred it to the secondary Pod chamber, and once the DNA was properly aligned it began to create you somehow." Peter explained rather coldly.

"So what am I some sort of genetic freak?" Jessica said, her anger beginning to rise. Peter was about to explain further but Hank stepped into save him from making even more of an ass himself.

"What it means my dear is that you are in essence a clone of two people, but I am afraid there is more."

Both Peter and Jessica looked at Hank with confused looks.

"You see Peter you were only half right. Yes the machine created Jessica from a joint source of you and Mystique however it did this so that it could fulfil its basic programing which was to enhance the subject. This is why Jessica is standing here the machine couldn't fulfil its role so to enhance you it bombarded you with more of the exact radiation that gave you your abilities. However the process was interrupted when the crystals began to liquefy, creating the black sludge that made you go crazy Peter. I suspect Peter your Spider powers are in a rather unique state of hyperactivity hence why you were able to lift 12 tons in the danger room we will have to monitor you for a while but I suspect the machine has turned you into some form of a mutant Peter."

"What are you saying I have an X-gene now?"

"No Peter you don't this mutation was unnatural and given your unique circumstances I can't begin to predict how it will affect your body. You may stay the way you are or you may begin to change at any minute it is impossible to say at the moment."

Peter sat down in a chair and put his head between his knees as he began to feel very faint.

"I know this is a lot to take in Peter but until we find the exact nature of how this has happened to you there is nothing we can do except keep a close eye on you."

"Thanks Hank would you mind all leaving me alone for a while I kinda need to process this."

"Sure" Hank said and everyone left Peter went to the corner of the room and slunk down and tucked himself into a tight little ball and began to cry.

"Why me?"


	17. unstoppable

Unstoppable

Peter was still curled up into a tight ball when Rogue came walking in looking for him.

"Peter? Peter what's wrong?" She asked her boyfriend as she put her hand on his shoulder but he just shrugged away from her touch.

"Don't touch me Rogue." Peter said with hostility in his voice.

"Peter what happened?"

"Hank said the machine did enhance me after all and it is possibly turning me into a mutant monster." Peter hissed as he said that.

"You son of a bitch" Rogue said and got up to leave.

"Way to run your mouth off Parker." Peter got up from his hiding place and chased after her. He stopped her before she got too far.

"Rogue I am sorry I didn't mean that."

"You sure as hell did you think you are so much better than us because you're so much more human than the rest of us. Now you are one of us and you can't take it." Rogue spat out evilly

"Whoa first off I never said you were a monster, secondly like it or not I am neither human nor mutant so that kind puts me in a rather unique perspective, third unlike you I have no idea what my mutation is going to do me!" Peter shouted right back

"What do you mean?" Rogue said unbelievably.

"Hank said my mutation isn't natural like yours is for all I know I could end turning into a pile of goo at any minute. I could be dying right now Rogue, do you know how that messes with your head."

"Ah didn't know that." Rogue said a little more calmly.

"Well you didn't exactly give me a chance and I wasn't very polite earlier. Look I am just feeling a little overwhelmed ok this was quite a lot to take in at once." Peter said regaining his composure.

"Yeah Ah guess Ah can understand that. Like the day my powers manifested, Ah was with this boy Ah really liked and one day we were hanging out in his room and then he kissed me, when Ah did Ah absorbed him and Ah placed him in a coma. Last Ah heard his parents have moved away so he could get proper medical attention, they don't know if he will ever wake up."

Peter began to feel like a real asshole here he was feeling sorry for himself he never would have guessed that someone could understand how he felt but she did. He grabbed her and kissed her deeply as he broke the kiss he began to sob on her shoulder and she just held him. She walked with him to his room and placed him on his bed and was about to walk out when he asked her to stay and he made room on his bed for her. Rogue was very nervous if anyone saw them there would be hell to pay but she didn't care and she joined him and the two fell asleep. Peter awoke the next day to a very pleasant sight the most beautiful woman in the world was sharing his bed. Peter smiled wide as he watched his angel sleep that is until Kurt teleported in without warning.

"GOOD MORNING SLEEPY HEADS!" He yelled waking Rogue up with a start which caused her to fall out of the bed and on to her butt.

"KURT!" Rogue yelled.

"Now, now don't shoot zee messenger. I just came to tell you zhat you two are in big trouble and Beast and storm want to see you at once." Kurt teleported out leaving the young couple with a foreboding feeling of dread. Peter rolled over and helped his girlfriend to her feet.

"Well no reason to delay the inevitable shall we." Rogue just nodded and walked with Peter to the professor's office where Hank and Ororo were waiting. They knocked on the door and storms voice answered telling them to enter.

"Hello Peter, Rogue I don't need to tell you you're both in some rather hot water, but before I set out your punishment I want to hear your side." Storm said holding a rather calm tone which made her seem all that more intimidating.

"Ms. Monroe I know this seems rather bad." Peter stammered out "but there is a perfectly logical and hopefully understandable explanation."

"Alright I'm listening." She said giving them the floor to explain their actions.

"Last night I was given some rather distressing news as you are aware when we were at Asteroid M Mystique and I fell into the mutant enhancer at first we thought it had no effect on me we were wrong Hank told me that I am undergoing a mutation of sorts. I was distraught and Rogue helped console me once I calmed down she helped me to my room and she was going to leave but I asked her to stay I just didn't want to be alone." Peter explained

Storm listened as Hank confirmed everything Peter said about the mutation he is undergoing.

"Alright I understand Peter that this news was a shock to you and I do sympathise however you two are growing closer and as you do you will start to feel urges towards each other." Storm continued to talk as Peter and Rogue realized Storm was giving them "the talk" and try as they might to tell her that they had already been down this road with Peter's aunt May, she never gave them the chance. So once again Peter and Rogue had to endure it.

"Now I am willing to concede that nothing happened last night and the fact that Peter was emotionally distraught, so your punishments won't be that severe so for the next two days you two will be on kitchen duty." Peter and Rogue gladly took the punishment realizing that the talk was much worse than any physical punishment she could deliver.

"So you two from now on no more sleepovers alright." Storm said and the two just nodded. Peter and Rogue began to leave when Peter suddenly felt dizzy so much in fact he practically fell over.

"Peter, are you alright?" Storm asked as she and Rogue helped him to sit down as beast began to check him over.

"Yeah I think so." Peter shook his head a couple of times to clear it. "That was weird."

Beast had noticed Peter's temperature had risen.

"It feels like you have a small fever there Peter I suggest you go back to bed." Beast said

"You know I think you're right there blue boy. Could you give me a hand?" beast grabbed one of Peter's arms and led him back to his bedroom and the teen quickly fell asleep.

Peter woke up and found Rogue sleeping in a chair beside the bed and aunt May sleeping in Kurt's bed. He sat up and felt totally refreshed he sat up and realized he was only wearing his boxer shorts. Thinking nothing of it he stretched his body out and winced a little when he felt pain in his sides. Peter shrugged it off thinking he probably pulled a couple of muscles or something; he got out of bed and stepped into a basin of cold water causing a loud crash which woke up both sleeping women.

"Ugh…..Peter you're awake." Rogue said loudly and jumped into his arms planting one hell a huge kiss on his lips.

"Wow if this is the greeting I get when I wake from a nap I should have you stay in my room more often." Peter quipped

"A nap, Peter you have been asleep for nearly 48 hours." Rogue explained

"What?"

"Yeah, you have been asleep for two days running a very high fever everyone has been in here taking shifts trying to keep you from stroking out. May has been running the longest refusing to leave your side until she finally fell asleep about an hour ago." Peter listened as she finished explaining.

"Oh man I missed my mid-terms." Peter freaked

"Relax Peter we called the school and explained you have very sick so they will reschedule your tests for you." May explained. "How are you feeling Peter?"

"Besides feeling a little sore in my sides I feel fine."

"Alright you go take a shower while I make you something to eat; and Anna would you be so kind and tell Hank that Peter is awake." Rogue just smiled and kissed her boyfriend once more and then left Peter grabbed his shower kit and made his way to the shower room. When he finished his shower and got dressed he made his way to kitchen where aunt may was making Peter's favorite breakfast banana pancakes with sausage and eggs over easy.

"Oh aunt May you are the best." Peter said as he took a seat at the breakfast island. Peter didn't realise it but he was starving, May placed his food in front of him and he began to dig in. By the time Beast had arrived to check on Peter he had already finished his fourth plate of pancakes.

"Well this is an encouraging sign." Beast said as he marveled at how much Peter had eaten.

"Tell you the truth Hank I don't know where I am putting it." Peter said as he himself was surprised at how much he ate.

Jessica came in to the room a few minutes later wearing her chemical perfume that made her smell like jasmine and vanilla. She walked over to Peter to give him a hug grateful he was alright and just as she walked by she got a tingling sensation in the back her brain telling her danger ahead.

"Jessica what's wrong?" Peter asked.

"I don't know I just got this weird tingling sensation in the back of my head."

Peter shot up realizing she had described his spider-sense. Seconds later Peter began to sense danger as well and before he react the front door of the mansion exploded. In its place stood an 8 foot plus tall giant wearing red armour and a metal helmet.

"Hello, Chickadee's. Where is my brother? Oh Chucky boy your dear old big brother has come to visit."

Peter shot out of his seat as the house alarms went off everyone began scrambling to get into place to defend their house.

"Jessica take aunt May and get her to safety stay with her no matter what do you hear me." Peter said and Jessica nodded and the two ran off. Peter then ran off outside and climbed up the side of the building into his room via the window he grabbed his web shooters and his spider suit and then jumped out the window once more.

Downstairs Juggernaut was tearing through students left right and center Jamie was no match for him physically but he kept creating dupes of himself that kept the moving mountain busy. Tabby was throwing her plasma bombs as quickly as she could but they just bounced of his skin like they were simple mosquitos.

"Is that all you got?" Juggernaut reached way back and slammed his hands together creating a pressure wave that knocked everyone in the room out cold. Cain was beginning to get bored that was until he felt himself get knocked out of the house by a crimson red power beam. Juggernaut got to his feet and was quickly confronted by the whole team of X-men.

"Is that all you got I thought I was gonna break a sweat." Juggernaut teased and began laughing until he suddenly found his mouth full of webbing.

"Has anyone ever told you that you have a very big mouth?" Peter said as he jumped down from the roof. "How's it going guys? I see you have a rather big rodent problem need a hand." Peter quipped.

"As a matter of fact yes, you see those latches on his helmet they need to be detached so we can get that helmet off of him then Jean will put him down." Scott informed.

"Wait a minute Scott the only one who was ever strong enough to put him down was the professor I don't think I can do it." Scott was about to speak when he was cut off by Peter.

"Trust in your feelings young Padawan you must do this."

"Ok I'll try" Jean said frowning at Peter's attempt at an inspirational moment.

"No, try not; do or do not there is no try." Peter continued

"OK we get it stop it with the movie quotes will ya." Logan complained itching to dig his claws into Juggernaut's hide.

"Sorry I was on a roll, listen just get me close enough and I can get those latches alright." Peter fired a web-line and swung away and hid in the trees, while the others began trading blows with steel skinned warrior.

Logan attacked first hacking and clawing at the man doing nothing to hurt the impenetrable hide of Charles step brother. However Logan was able to avoid most of the attacks thanks to his speed. Logan launched another attack as he reached for a latch and knocked it loose.

"Naughty, naughty you shouldn't play with things that don't belong to you." Juggernaut elbowed Logan in the gut sending him flying into a nearby tree. Storm then began to pelt the giant with blast after blast of hurricane force wind pushing him back slightly. Peter took this opportunity he leapt from his hiding spot and began crawling around on his back hitting two of the latches on the back of the helmet.

"You know I hate Spiders." Juggernaut said as he swung around trying to fling him off

"Yee haw I got myself a real bucking bronco here." Peter quipped as Cain thrashed around the only thing keeping Peter on was his wall crawling ability Peter reached for his web-shooter and selected his stinger option and set it for a maximum dose he crawled around to the front and fired the dart inside the massive man's mouth. Juggernaut began to cough and hack as the Neurotoxin worked its way into his system slowing him down slightly. Peter reached for the last latch when all of a sudden his sides erupted in pain and he fell to the ground. A few seconds later the toxin wore off and Juggernaut was back to normal and re-attached his undone latches.

"What's the matter bug boy eat something that didn't agree with you." Juggernaut reached back with his foot and kicked Peter right in the ribs sending him flying into a nearby wall. Juggernaut charged forward towards Peter as he attempted to rid himself of the wall crawling annoyance when he suddenly felt himself sinking in to the ground. There was nothing he could do until he just kept sinking until he stopped just below his head. Then up from the ground came a small brunet girl.

"Not bad little girl but this won't hold me and do you know why, BECAUSE I AM THE JUGGERNAUT BITCH!" Juggernaut brought his hands above his head and the ground exploded freeing him from his restraints.

Kurt teleported over to Peter to check on his friend, he grabbed a hold of Peter's costume and he teleported away from the battle field.

"Peter what's wrong?" but all he could do was yell in pain.

The other X-men realised they were in serious trouble everyone was pouring everything they had into the fight but it was no good. Juggernaut raised his hands above his head and smashed the ground causing it to shake knocking everyone down. Everyone that is except for one person, Rogue came sauntering over to Juggernaut with a look of pure determination on her face if she could have her eyes would have melted steel. Peter looked over and saw his girlfriend walking up to the destructive entity and despite the pain he whispered.

"Rogue…..get….away." but it fell on deaf ears as she walked up to the Professors brother and touched his skin. Cain yelled in pain as Rogue absorbed him he took his arm and swatted her away. He slowly got to his feet feeling very unsteady, he pressed his attack and went to punch Rogue only for her to catch his hand Cain reached back with his other hand and like the last time she caught it. Rogue just smiled and began to forcefully push back Juggernaut was surprised by this but and began to push back but Rogue held her ground.

"You're pretty tough for someone so little."

"Why thank ya sugah flattery will get you nowhere I'm afraid." Rogue shifted her stance used juggernauts size and weight against him and flipped him on to his back and she quickly undid the latches and pulled the helmet off.

"Jean do it now." Rogue yelled out

Jean stretched out with her mind and commanded Juggernaut to sleep. The man mountain was no match for Jean and he quickly fell asleep.

"AWWWWWWWWWWWWWWWW!" Peter yelled out in extreme pain and everyone ran over to help but they all stopped when they saw 4 large bumps growing on the side of Peter's body. His suit began to tear and then like something out of a bad sci-fi horror film 4 arms ripped through. Peter looked at himself and he stared in complete horror and yelled to high heaven.

"OH no, god please no….NOOOOOOOOOOOOOOOOO!" and then Peter passed out.

Back in Manhattan the joint team of Trask and Osborn was busy deciphering uses and purpose of the machine they found in the arctic and the black sludge they found inside. Trask walked up to Osborn who was about to test a sample of the black sludge. Osborn placed a small thawed out sample into a sealed environment with a laboratory mouse.

"Begin recording." Norman commanded to the computer and a camera switched on recording the doctor's experiment. "Dr. Norman Osborn conducting first test of the black sludge, this unknown substance shows residual radiation traces along several known wavelengths. This material could be used as a replacement for fossil fuels or it may prove to be that it has no function what-so-ever. To find if the said substance will have any negative effect on healthy living tissue I have placed a small sample in a sealed container with a standard laboratory mouse." Trask walked over to the viewing window and Norman removed the dividing screen allowing the mouse and sludge to interact.

"30 seconds after removal of dividing screen no negative effects have been recorded suspect black substance to be non-viable….." Norman stopped mid-sentence and he watched the black blob move closer to the mouse and then completely envelop it. "Correction unknown sample show signs of potential intelligence as it moved itself from one end of the container to envelop the lab mouse."

The mouse began to squeal and then its white fur became black and it attempted to escape it confines Norman was shocked when the glass case began to crack under the sheer power of the enhanced mouse.

"Osborn destroy the sample before it can escape." Trask ordered and Norman hit the decontamination button and the room erupted in a wall of fire obliterating everything in the room.

"Sample seems to be an enhancing substance of unknown physical property I suspect it acts like a symbiont or virus once a host has been exposed to said element physical strength is augmented by approximately 300%. Substance needs to be studied more closely before human trials begin. From this point on the black substance shall code-named Viral Enhancing Neural Orbital Manipulator or VENOM for short. End recording."

"Very impressive Norman" Trask said.

"Indeed now what has your team discovered about the machine?"

"Only that we can't make it work apparently several key components are missing or destroyed so as far as we know it could anything from a hyperbaric chamber to a very sophisticated microwave."

"Somehow Trask I don't think anyone used that to cook a TV dinner. Keep working on it if you can't make it work within the next week we move on and focus on V.E.N.O.M." Osborn said as he walked away.

Trask just scowled his focus wasn't about the machine so much as the sensors inside he hoped it would be the final part to his real Project.

"Soon I will have what I need." He said as he went back to work.


	18. Abominable

Abominable

Peter was in a state of panic the sudden appearance of 4 new appendages was almost too much for the teen's mind he began thrashing around and slapping himself trying to wake himself up from this horrible dream he was in. Rogue switched off her powers and ran to him trying to stop him from hurting himself horribly.

"Peter stop."

"Get them off, get them off." Peter's panic just kept growing until Jean stepped in and placed her hand on his forehead and stretched out with her abilities sending soothing instruction into Peter's subconscious. With that he finally began to calm down. Scott turned back to deal with the more pressing problem of Juggernaut and to his surprise he had disappeared without anyone noticing.

"Damn it, Juggernaut got away must have snuck off while we were trying to deal with Peter."

"Don't worry shade's he will back you can count on it." Logan said as he placed his hand the teen leader's shoulder.

"In the meantime I suggest we get Peter down to the infirmary." Beast spoke up and Logan bent down and picked the boy up and carried him to the elevator.

"Jeez this kid is getting heavy." Logan grumbled as he noticed the weight of Peter had increased.

"I suspect that is due to the increased muscle mass." Beast offered.

The two elder mutants got Peter to the medical wing and placed him on a gurney and beast went to grab a syringe to draw some blood. Hank placed the needle in his arm and received a horrible shock the blood that was extracted was no longer red instead it changed to green.

"Oh dear this is not good." He took the sample and placed it under a micro scope and found that Peter's blood was slowly changing resembling less and less like a human and more and more like a spider.

Beast was a loss for words he couldn't understand how this is happening and just then Peter shot from his bed and began throwing anything he could get his multiple hands on. Logan had to jump out-of-the-way when Peter grabbed the gurney he was laying on and threw it at the feral mutant. Beast jumped over and tried to restrain Peter but found he couldn't match his strength, Peter picked up the blue furred mutant and grappled him to ground Logan got to his feet and was able to grab at Peter's mask before one of his extra arms knocked him clear. Logan went flying and with came Peter's mask Beast looked deeply into Peters eyes and saw not the pleasant shade of brown that was always there but instead a sinister looking crimson. Logan grabbed the biggest thing he could carry which was the bottom half of the gurney which had broken when Peter threw it. Logan ran over weapon in hand and swung with everything he had and smashed the metal frame into Peter's head knocking him out cold once more.

"You alright Hank" Logan asked as he tried to catch his breath.

"I seem to be unharmed. I suggest we restrain him until we can get a better handle on what's happening to him." Beast went over picked up Peter once more and placed him in the danger room Beast commanded the holographic system to produce a standard jail cell and placed him inside and closed and locked the holographic door.

"Computer seal off danger room maximum security measures authorized. Access only granted to senior members only." Hank spoke

"Acknowledged" the computer spoke and locked the room down as Hank left.

"Do you think that will be enough Hank?" Logan asked

"I am not certain of anything at the moment Logan I have never seen anything like that in my life." Hank admitted. A few seconds later Forge came running down the hallway.

"Mr. McCoy I think I know how to help Peter." Beast and Logan followed Forge back to the computer room where Kitty was busy reprogramming the computer system.

"What have you two found?" Logan asked

"Oh man it's like totally amazing." Kitty replied

"Well don't keep us in suspense kid tell us." Logan pushed

"The mutant enhancer if we can get our hands on it we can reprogram the enhancement protocol and reverse the process." Forge explained

"How did you come to this conclusion?" Beast asked as he grabbed his glasses off a nearby table.

"Like Forge and I were going over the data brought back and we found inside a technical schematic of how the machine worked using that data we cross-referenced it with what happened to Peter. Now as we discovered earlier Peter was like bombarded with an exact composition of the radiation that gave him his abilities and augmented them. Now if we take and use the same process only in reverse."

"Then the resulting changes to Peter's DNA should return back to his original form." Beast finished. "Logan get a team ready go back to Alaska and bring back that machine." Hank ordered

"I'm already gone Hank." Logan said as he ran out of the room.

Logan grabbed Scott, Kurt, Forge, Havoc and Storm and they all piled into the x-jet and took off for Alaska. About 2 hours later the team arrived at the location of the downed wreckage.

"Vuonce more into zee breach" Kurt said as they prepared themselves for the cold arctic weather. Scott opened the hatch and everyone cringed.

"Storm can you do something about the wind at least?" Scott asked and as requested the wind died down. Scott said his thank you's and walked off into the snow this time he knew exactly where to look.

"Jeez bro I thought we were done with this cold weather crap." Alex complained

"You have been spending too much time in Hawaii you have lost your winter survival skills." Scott teased his little brother. He was about to tease him more when he suddenly found the wreckage, only it wasn't as he left it.

"Guys someone has been here." Scott hollered as he noticed the gaping hole cut into the side. He quickly stepped inside and began searching and found everything technological had been stripped including the mutant enhancer. Scott cursed under his breath and ordered everyone back to the plane Logan stayed behind for a little as his nose caught the scent of someone familiar and he growled when he recognised who it was. Scott walked in and went to the communication panel.

"Cyclops to home base, Cyclops to home base, come in."

"Jean here Scott what's the update?"

"The update is that someone got here before us the wreckage is stripped clean of anything we can use."

"Head home we will think of something here." Jean said

"Roger." Scott shut down the call and prepped the jet for take-off.

"Hold on there shades I caught a whiff of someone in there." Logan said

"Who is it Logan?" Scott asked

"Lt. Colonel James Rhodes. Head of security for Stark enterprises."

"I take it that's not a good thing." Alex said from his seat.

"Well it ain't great, but it will get worse when we meet his boss." Logan grumbled "Make for California Scott time we pay a visit to old iron britches."

Scott activated the engines and took off.

Back in the mansion Peter's mutation continued to progress slowly he was growing very wire like hair across his body his hands were beginning to go from five digits to three and at the end of each was a set of very sharp claws forming. His head was starting to elongate and his normal hair had fallen out in favor of his new wire hair. Rogue watched from the observation room how she longed to be in there with him to comfort him somehow but all she could do was sit and talk to him over the speaker.

"Peter it's Rogue just letting you know that we are doing everything we can to help you."

Peter just looked at the dark silhouette he grabbed hold of the bars of his holographic cage and pulled until the image distorted leaving him free to crawl around the large room. He jumped for the wall and climbed to the viewing room and stood there and looked his girlfriend in the eye. Rogue placed a hand on the window trying to show him how much she cared for him, but what she got in return was another shock as several holes in his head opened up to reveal multiple eyes then Peter roared like a caged animal revealing the rows upon rows of sharp needle like teeth and two large pincers that jutted out from the corners of his mouth. Rogue began to scream and cry at the sight of her boyfriend.

"Oh my god Peter look what he did to you." Rogue whispered and then Peter took one of his arms and began banging away at the screen trying to break it.

"System defences activated setting lasers for maximum stun levels." The computer spoke as it automatically targeted Peter the computer wasted no time and fired. Peter sensed the attack and dodged the laser he jumped to the ground and attacked the turret smashing it to pieces.

"Activating secondary defences." Vents opened in the room and began pumping in an anesthetizing gas into the air at first Peter hardly noticed it and he continued to thrash trying to find any way out of the building.

"Computer scanning. Unknown biological present DNA similar to spider genus switching to insecticide formula." The computer announced and changed to using a common pesticide. After a few seconds Peter started twitching and writhing around it seemed the poison was doing the trick and then Peter fell to the floor still alive but asleep.

Rogue placed her hand once more on the screen and she dropped to her knees and began crying for her boyfriend. Rogue then felt a warm embrace she opened her eyes to find Kitty holding her. No words were spoken, no gestures made but the support was genuine as rogue began to cry her heart out into Kitty's shoulder.

Jean was walking by when she noticed the two girls on the floor she walked over to look inside the room to find the sleeping form of Peter.

"Are you alright Rogue?" Rogue just looked up at Jean with a look of pure desperation. "Stupid question. I have an update but not a good one."

"Just tell me Jean." Rogue said curtly

"Apparently the machine has been taken from the wreckage however Logan got a slight whiff of an old acquaintance they are on their way to question him now." Jean filled in. "Has anyone told his Aunt about what happened yet?" Jean asked

"No she is visiting a friend back in Queens she won't be back till Wednesday." Kitty answered

"Should someone call and tell her what happened?" Jean asked again

"NO!" Rogue said sternly "if she were to see him like that, it would most certainly kill her. No, Peter wouldn't want her to see him like this."

"Come on its late you two should go to bed." Jean suggested

"I don't want to leave Peter alone." Rogue argued

"I'll stay here and watch him you two go get some sleep" Kitty picked Rogue off the floor and the two girls left.

2 hours later the X-jet arrived at Stark industries test field where they were greeted by Tony Stark's personal secretary and CEO Pepper Pots.

"Hello welcome to the Stark propulsion labs test field."

Scott walked up and offered his hand to the beautiful blonde woman and took it in kind.

"Hello Pots it's been a long time." Logan said in his gruff voice

"Logan, it has been a while, but I must admit I was surprised when you called." Pepper said politely

"Look Pepper I don't mean to be rude but we need to talk to your boss and Rhodey as quick as possible we are on the clock and time is running out." Logan interrupted. No sooner did Logan finish that a man-sized shape fell from the sky the team looked quickly and much to Forge's delight saw it was a robot.

"Whoa, trippy." Forge said and then like a kid eyeing up a new toy. Then he became super excited when he realized there was a man inside.

"Hello Wolverine that's some ride you got there." Tony said referring to the X-jet.

"Can it Stark we need to talk now." Logan said with deadly determination.

"What can I help you with?" Tony replied

"Where's Rhodes and we need to know where you took the technology from the arctic!" Logan said accusatorily

"Rhodey is on extended leave, and in regards to your other accusation I have no clue what you're talking about." Tony deflected.

Logan was about to lose his cool when Forge stepped up to the metal man.

"Excuse me Mr. Stark forgive this interruption but I was curious how is it you power this system I mean the electrical requirements needed to operate this kind of technology must be enormous."

Tony was more than willing to oblige the young kid as Tony never missed an opportunity to talk about himself.

"Good question Kid, you see I developed this element that I call Starktanium it is a non-hazardous radioactive element that fuels my arc pulse reactor in my chest." Forge walked up to the chest Piece with his hands behind his back as he admired the power system but unseen to Tony or Pepper was that Forge had morphed his hand into a mechanical tool and then he brought it to tony chest and it began to disrupt the electrical output of the mini-reactor causing Tony to drop to the ground in pain.

"Now I suggest you answer his questions truthfully or I will severely scramble your operating systems that the next time you wear this suit you will need rubber underwear to prevent it from electrocuting the hell out of your balls." Forge threatened "You see we have a friend who is in desperate need of that technology and if you have any idea where it is we need to know and we don't have time to be subtle."

Logan stood there with an eyebrow raised though he doesn't condone such behavior he couldn't help but feel a little twinge of pride at the way he handled the situation.

"OK I heard through the grapevine that Norman Osborn and Bolivar Trask had gotten a secret contract with the government after seeing what this black-suited Spider-man could do. The government wants to see if they can take their soldiers and enhance them to his level. I sent Rhodey in to infiltrate their lab and disrupt any progress they may have made."

Forge pulled his hand back and the suits systems began to return to normal.

"So has he been in contact with you?" Scott asked

"Yes he informed me the machine test were going nowhere several key components were missing, however progress has been made in regards to a human performance enhancer called Project V.E.N.O.M. apparently this black sludge has the ability to enhance a person's physical abilities to astronomical proportions."

Each of the X-men's faces dropped they knew exactly what Osborn was working on and they knew he was only asking for trouble.

"Take us too him we are shutting down that program tonight." Logan said as Tony got to his feet

"ok follow me" Tony said as he closed his faceplate and activated his flight systems.

"I hate it when he does that." Pepper muttered everyone climbed back into the X-jet and took off.

Back at the mansion Rogue and Kitty were sleeping comfortably when the mansion violently shook waking everyone up Kitty looked out her window and saw Peter swing away into the moonlight and out of sight.

"Rogue Peter got free" She yelled to her roommate. Rogue grabbed a robe and put it on as she ran to the elevator and down to the viewing area of the danger room only to find the windows covered in webbing. Rogue looked around for Jean but couldn't find her. She ran from the viewing area to the door to training room where she found Jean caught under some rubble she moved it away and gently woke Jean up.

"Jean what happened?" She questioned the red-head.

"I was walking by the viewing room and found the windows had been blocked I came down here to see if the door was still secure and then it exploded and that's the last thing I remember." Jean looked around and saw the danger room was completely covered in spider silk blocking every vent and turret she looked closer at the door and found the edges had been corroded away by some sort of acid.

"I have to go tell Scott." Jean said

"We got a much larger problem then that Peter is loose who knows what he will do or who he will hurt." Rogue argued.

"Heaven help us." Jean thought to herself as she realized Rogue was right.


	19. Hunters

Hunters

Jean got to the communications room and contacted Scott.

"Base to X-jet, come in X-jet."

"X-jet, go for home base." Scott replied

"Scott I have bad news"

"Great just what we need." Logan groaned

"Peter has escaped he disabled the danger room defences and melted the door hinges with some sort of acid spray." Jean explained

"How long ago was this Jean." About an hour ago "Beast went out trying to track him but he lost him. We could certainly use you here Logan." Jean requested.

"No can do Red. We are on our way to reclaim the enhancer turns out Stark never had it." Logan explained.

"Great! What are we going to do now you're our best tracker Logan."

Logan sat for a second then an idea hit him as much as he loathed it they were they only ones who could track as well as him.

"Stand-by base I might know of some old "friend's" who would be willing to help let me call you right back.

Logan shut down the communicator and placed his first call.

"Whoever you are you should not have this phone number hang up now and I might forget you called." A grizzled and weary voice said on the other end.

"Frank it's Logan I need your help."

"Logan you have a lot of nerve calling me."

"Stuff it Frank I got bigger problems than our checkered past alright." Logan retorted

"What kind of problem would the great Wolverine have that he couldn't handle himself?"

"I don't have a lot of time to explain sufficed to say I have a major bug problem. You interested?"

"Alright you have me curious, where do I get my intel?"

"Just head to the Xavier institute in Bayville. They will give you everything you need. Oh and Frank we need this guy taken alive this time do you hear me." Logan warned

"Killjoy." And he hung up the phone.

Logan got on the phone once more and dialled his other friend.

"Da" the tired voice sounded

"Hello Sergei, you up for a hunt."

"Wolverine never thought I vould hear from you again."

"We don't have time for pleasantries comrade my friends and I have a friend who is big trouble are you close enough to Bayville New York to lend a hand."

"Funny you should mention it my Calypso and I are on our second honeymoon in New York City we could be there in 20 minutes."

"The sooner the better Sergei. Just letting you know Frank is lending a hand on this." Logan informed the Russian on the other end.

"You must be in serious trouble if you have brought him in, and the fact you need two of us suggests that this could be extremely dangerous."

"You ain't just whistling Dixie comrade, go to the Xavier Institute they will fill you in as soon as you get there. Oh and bring your wife she might be of some use."

"Da it will be done." And the phone line shut off.

"Some friends you have there Logan, do any of them not hate your guts?" Scott asked

"Only one and he is unavailable at the moment." Logan said cryptically

"Wolverine to base you should be receiving a couple of guests within the hour give them all the info you have and pray they bring him back alive."

At that moment the communication system began to play AC\DC shoot to thrill.

"You had to involve those two I guess you don't want to have city when you return." Tony said as he accessed the jets coms system.

"Stark! you hacked our system didn't you" Logan yelled

"Of course I did, you didn't expect me not too after the way you convinced me to help you out." Stark replied. Logan grabbed the bridge of his nose and squeezed out of frustration. "You know that crate your flying there can really keep up too bad you will have to scrap it soon." Tony said

"What are you talking about stark this jet still has plenty of miles left in her." Scott defending his schools pride and joy.

"Tell it to the stress fracturing along your leading edge let me guess Xavier bought it second-hand from a graveyard and retrofitted it right." Tony prodded

"Enough Stark we aren't here to stroke your ego we need that machine and the venom and get out of there." Logan said ending the debate before it got way out of hand.

"Well we don't have far to go we are here." Tony landed with graceful ease followed by the X-jet. They all climbed out and surveyed the area.

"OK where is Rhodes?" Logan asked gravely

"He should be inside once I give him the signal he will set up a distraction and we can go in." Tony replied

"And what will this distraction look like?" Alex asked just as a large fireball shot out of the roof looking like a dark-colored heavier armed version of Starks iron man out fit came streaking out blasting away at the base defenses.

"Something like that kid." Tony dropped his face plate and took off to help his friend.

"So much for stealth." Scott said

"Actually it is the perfect cover, let's move." Logan said and they rushed off.

Back in Bayville a taxi carrying two people arrived at the mansion one a large dark-haired Russian man and the other a Moroccan woman the two walked up to where the front door would usually be only they found a large plastic sheet the two moved the plastic out-of-the-way to find a massive re-construction underway.

"Hello can someone tell me where we might find someone in charge?" the woman asked her voice heavy with an accent.

"Ask and ye shall receive. Book of Mathew 7:7" A voice sounded as a blue furred animal like creäture dropped from the ceiling scaring the woman briefly. "Forgive my entrance I sometimes forget some people are not used to drop in hosts." Beast explained "you must be the two people who Logan sent over. My name is Hank McCoy." Beast said as he offered his hand to the couple standing in front of him.

"Da that be me. My name is Sergei Kravinoff but you may call me Kraven." The big Russian said as he took Hank's hand and shook it.

"My name is Dr. Miranda Crawford I was told you could possibly need my help." The woman spoke up taking Hank's hand as well.

"Lady you just said a mouthful." A tall muscular man said as he lit a cigarette. "Funny I knew Logan was desperate to call me in but I never thought he was stupid enough to try to get us to work together."

Sergei turned around and groaned at the sight of the man behind him.

"Hello Castle I see you haven't changed much." Sergei said with a steely tone.

The man simply strolled up and introduced himself to the animal like mutant.

"Name's Frank Castle I heard you had a bug problem I came to lend a hand."

"Yes I do believe I have heard of you Mr. Castle don't most people call you the Punisher." Hank said as Frank just grinned.

"Only those who know me call me that. So what are we after?" Frank asked

"follow me." Beast led them to the elevator down to the computer room where Kitty was busy trying to reprogram the hard drives to de-enhance Peter. "Everyone this is Kitty, Kitty this is Sergei Kravinoff Dr. Miranda Crawford and Frank Castle."

"Like, hello." Kitty said as she continued to work.

"She is not usually like that she is very busy trying to help our friend." Beast explained "Kitty can you please take a moment to bring up the Danger room security feeds?"

Kitty turned around punched a couple of buttons and the screen showed the slow transformation of Peter.

"What happened to him?" Miranda asked as she placed a pair glasses on her nose.

"Our good friend Spider-man was exposed to a machine that enhances Mutant powers to their peak evolutionary state however the machine wasn't calibrated for his DNA as he is not a mutant. As a result it turned him into the creäture you see before you."

"Ok so why do you need us?" Frank asked

"About 3 hours ago he escaped we tried tracking him but he has eluded us thus far." Beast explained

"You know Bayville is a large city the two of us are good at what we do but we can't cover this whole city alone." Frank warned

"As much as I hate to agree with him he is right." The Russian man said

"We will help." A southern voice sounded as the turned to see a very determined Goth standing behind them.

"Oh that's cute, well I'm sorry little lady but this isn't going to be some girl scout troop meeting. Besides why would you stick your neck out for him?" Frank snapped out.

"Because he would do it for meh and he's my boyfriend." Rogue said as she walked up to the smart mouthed vigilante. "And Ah hated the girl scouts." She said as she glared at him.

"I like her she's got spirit." Frank said impressed with the small girl.

"She is right you will need help . The students will all help except for Kitty as she is needed here." Beast offered.

"Alright but for the first little while I don't want the anywhere near us until we track him down but here is a good question when we find how do we get him back here?" Frank asked.

"By any means necessary short of lethal ordinance unless he leaves you no choice." Beast said as Rogue stood shocked that Hank would even suggest killing Peter.

"Alright what should we know about this kid?" Frank asked Beast. "Well,there is a long list of abilities. The problem is that his mutations are variable because of his unknown reaction to the machine. They may not have settled as of yet so new ones can always pop up or the ones we know about can become heightened." Beast warned. Frank took the list and then pressed a button on his wrist.

"Battle van arrive at my location prepare arsenal for maximum stun levels with lethal ordinance on stand-by." Frank turned and left

"You have been awfully quiet." Rogue said to the Russian man.

"The only thing I need is his scent." He replied

"Rogue take him to the danger room have him sniff around in there." Beast suggested

"I shall stay with Mr. McCoy and Kitty perhaps I can find a way to help." Miranda said as she took a seat to look over Kitty's data.

Rogue took Kraven to the danger room where Peter's webbing was still in place. Sergei began sniffing until he said he was ready he left the danger room and found a bathroom where he changed from his street clothes into his more exotic costume resembling the animal prints of lions tigers and leopards.

"Well you're not much into subtlety are you?" Rogue quipped. "Oh Gawd now Ah am starting to talk like him." Sergei placed a hand on her shoulder trying to comfort her.

"Fear not little one we shall find him."

"Ah am not worried about finding him because he will find you." Rogue warned and a serious look came over her face.

Meanwhile back with the others Tony and Rhodey had their hands full with the amount of guards that seemed to be on site.

"You know Tony I had easily another couple of weeks before this was necessary." Rhodey said as slammed one of the guards in to the ground.

"Sorry Rhodey but this was an emergency." Tony responded

"So I gather, however if we are out here how are we going to get the machine out?" Rhodey asked

"Don't worry Rhodey it's all been taken care of." Tony said as fired his stun missiles.

Inside, Forge, Kurt and Logan found the machine and were busy dismantling it for transport.

"How much longer Forge?" Kurt asked feeling very pressed for time.

"Almost there…..alright were good to go." Forge said as he disconnected the last cable. "You can start teleporting the equipment Kurt." Nightcrawler did as he said and began to transport most of the equipment to the X-jet.

"Team 2 to team 1 primary objective secured and is in transport requesting sit-rep on secondary objective." Logan said over comlink to Cyclops and Storm.

"Team 2 this is team 1 secondary Objective found and is en-route to relay point ETA 3 minutes." He responded.

"Logan we have a problem." Kurt informed him.

"What is it elf?" Logan said

"I have transported all zee equipment I can but zee main chamber is too big it von't fit in the jet."

Logan though about it and then touched his hand to his ear.

"Stark am I to assume you're listening on this channel?" Logan said

"You know me so well peaches." Tony replied

"Good we need you and Rhodey to carry some equipment now." Logan ordered

"Roger that." He replied as he fired a repulsor beam into a loaded jeep.

"Rhodey missions over, we need to….."

"Yeah, Yeah I heard Tony let's get going." Rhodey said the two then stopped fighting and activated their flight systems the two took off and flew back towards the building and crashed through the roof beside the enhancer. The two grabbed each end and took off into the sky.

"Ok elf teleport us out of here" Logan said as Kurt grabbed on to his team and then in a flash they were gone. After a couple of trips Kurt was able to get everyone safely back to the jet and they quickly departed.

Meanwhile in the sewers of Bayville Peter stalked through the foul-smelling pipework that weaved underneath the city. Gone were his memories of his past life all traces of humanity nothing but a distant dream the beast had taken over now his transformation was complete. The monster knew nothing of what it wanted or where to go all it knew was that it needed to hide. Those that held him captive would most certainly come after him and he had to prepare for their arrival. He searched and searched until he found and old tunnel system that was no longer in use and like the hunter that he was began to set traps for his new prey the hunted was now the hunter and no force on earth was going to change that. The beast began spinning his webs in all directions making ready his new home for his unwelcome guests.

"I'm telling you it won't work no matter how much you try to avoid it the machine will not be enough." Miranda Crawford yelled as she went over the data that Kitty and Hank had prepared. "I am telling you the machine is only one part of the puzzle. If we were to throw him in there like you suggest it will kill him."

"There must be a way we can't condemn Spider-man to live the rest of his life as a monster." Hank argued back.

"Dr. McCoy I understand your feelings, but it doesn't change the fact that no matter how you reprogram the computer the machine will not reverse the process not unless you can introduce some sort of stabilizing DNA that will return him to his normal state and even if you have a stable sample of his own DNA the radiation he has absorbed will linger in his body." Dr. Crawford explained

"There must be a way." Kitty pleaded.

"The only way Spider-man can survive is if we introduce and base medium that will not only allow his DNA to accept the changes but also absorb the excess radiation." The dark-skinned Dr. said.

"What kind of medium?" Kitty asked

Dr. Crawford paced back and forth in thought and then began to speak. "It has to be something that will heal him and at the same time protect him from the excess radiation inside the chamber until it is properly vented." Beast thought for a second and then a terrible idea struck him.

"How about something like this Dr." Hank went to the vault and pulled out his small sample of the black sludge they recovered from their first time to the arctic.

"What is it?" Dr. Crawford asked

"What it is, is still a mystery what it can do is frightening beyond belief." Hank began to explain what happened to Peter when he was exposed to the sludge before and what it was capable of doing. Miranda started keying in the data into her computer and began its simulation.

"Come on please work." Kitty said as the computer began running the program. A few minutes later the machine finished and the results began to display on the screen.

"Yes according to the data it will cure Spider-man. However we shall need much more than that little sample." Dr. Crawford said

"You can't be serious!" The three turned around to find a very shocked and pissed off girlfriend with a look that would melt steel. "You know what that stuff will do to him."

"Yes I know Rogue but it's the only way to save his life." Beast explained

"Alright suppose you do get him in the machine and it works, how do you propose to get it off him once the machine is done." Rogue asked

"She is right we don't know how he got it off the first time." Kitty added

"We will cross that bridge when we come to it; but still we can control a sludge infected Spider-man better than we can a bestial Man-spider." Hank argued

"Are you sure about that?" Rogue warned and Hank knew she may be right.


	20. of monsters and men

Of monsters and men

Kraven stepped outside the mansion he began to sniff the air as he stalked around until he caught whiff of the scent he was looking for and he took off like a cheetah over the gate. Meanwhile Frank was bust loading his arsenal when a certain southern girl stepped in to Frank's battle van.

"Have ya got a minute?" She asked the merciless mercenary

"Make it quick girl." He said as he strapped down a plasma rifle in to its place.

"Ah know that you will do your best to bring my boyfriend home safely but I also did my homework on you." Frank cocked an eyebrow as he listened. "Everything Ah have read says that you never fail a mission but it also says you have a nasty tendency to use options of a more than lethal nature. Like this one time you decided to blow up a whole parking lot just that the body of a man you killed would burn alive as the car he was tied too dragged his almost lifeless body through the inferno."

"Is there a point to all this because if not I have to get on the road." Frank said not wanting to relive that night.

"Ah have two points to make. 1) he is not a monster despite what he looks like." Rogue said

"What's the other thing?" Frank said as Rogue pulled out a canister from a bag she was carrying and handed it to him.

"What's this?" Frank said as he looked at the label on the side. "Ethyl Chlorate?"

"That will weaken him inject it or have him breathe it in either way once it gets into his system he will become sluggish hopefully enough so that you can get him back here without having to resort to…." Rogue pointed at the assortment of missiles and mortars that Frank had stockpiled in his van.

"Thanks for this kid I'll do my best to bring him in but if he presents danger to anyone else I will not hesitate to kill him." Frank warned and then shut the door to his van and turned the engine over and drove off the property in search of his prey. Rogue walked slowly into the mansion she walked to the elevator to see how things were progressing on trying to cure Peter. She walked by the computer room when she heard Beast suggest the Black sludge was the only thing they had that could cure Peter she burst in to the room angry at what she just heard.

"You can't be serious; you know what that stuff will do to him." Rogue yelled

"Yes I know Rogue but it's the only way to save his life." Beast countered

"Alright suppose you get him in the machine and it works how do you propose to get it off him once the machine is done?" Rogue asked.

"She is right we don't know how he got it off the first time" Kitty added.

"We will cross that bridge when we come to it but still we can control a sludge infected Spider-man better than we can a bestial Man-spider." Hank argued

"Are you sure about that?" Rogue warned and Hank knew she may be right. At that moment an alert went off indicating the other X-men had returned. Hank got up from his seat and went to go great them. When he got there he was mildly shocked to find a couple of armor clad men carrying a rather large cylindrical tube.

"Hey there Fur ball mission successful we have recovered the machine and we also have this." Logan said as he shoved the canister full of the black sludge. Hank looked it over and saw the code name V.E.N.O.M. printed on the side. Hank lit up with great joy.

"Logan you are a miracle worker sometimes you know that. However as much as I am glad to see you I have to ask you to head back out Logan your friends have already left but they could use the help."

Logan nodded his head and left the Hangar and made his way outside. Hank turned back to the machine and the two men that had carried it in.

"Tony Stark I presume? Your reputation as well as your 'wardrobe' shall we say precedes you" Hank said being as gracious a host as he could. Tony and Rhodey popped their visors and greeted the hairy mutant face to face.

"You have me at a disadvantage sir as I do not know you." Tony replied in a mockingly Shakespearean tone of voice.

"Dr. Henry 'Hank' McCoy, welcome to the Xavier institute." Hank responded.

"Um excuse me not to interrupt this meeting of the minds but despite everything this machine is starting to get heavy." Rhodey said and Hank realized they were both still carrying the enhancer on their shoulders.

"OH yes forgive me could you please place it down over there and we will begin to assemble it. We are very short on time. Mr. Stark would be so kind as to help us set up."

"Anything I can do to help." Tony said after he and Warmachine placed the enhancer down next to a wall with access to the mansions power supply. Everyone got to work setting everything up. Kitty and Forge brought up the hard drives and began installing them. Once everything had been set up Kitty began running a diagnostic to make sure it would run smoothly. The machine began to whir to life and then an error message began to show on her computer screen.

"No, no, no….damn it all to hell." Kitty said swearing uncharacteristically as she began typing away trying to find the problem.

"What is it?" Tony asked still wearing his armor.

"The machine won't work I am trying to figure out why."

Kitty was typing away but nothing was working until she just grunted in frustration. Tony moved her aside he took a hook up jack and started interfacing with the system.

"Jarvis link up and give me a complete systems check."

"One moment sir." The British sounding AI said. "Sir it appears several key components have been removed, most important is the bio-scanner, this part must be replaced all other systems can be rerouted."

"Alright I'll begin on trying to find a replacement you start rerouting." Tony commanded his AI and took off his gauntlet so that Jarvis could stay hooked up. Kitty moved back to her computer terminal so that she could help Jarvis with his task.

"Jarvis this is Miss?" Tony looked at her and gave questioning look for her name.

"Kitty Pryde." She responded

"Hello Ms. Pryde my name is Jarvis if there is anything I can do please ask."

"Oh wow we like so need to get a system like you around here because you are just too awesome." Kitty replied

"Thank you Ms. Pryde now how may I be of assistance?" Jarvis asked and Kitty gave a run down on what they planned to do. Jarvis began going over the code that Kitty had created. Meanwhile out on the streets of Bayville Logan had caught up to his two "friends" and began a coordinated search. Logan was assigned to a certain sector of town where he thought he caught a faint smell of his friend and student. He chased it don until the scent went cold.

"Wolverine to Punisher and Kraven I lost my trail anything on your ends?" Logan said over his communicator.

"Pheromone scanners had a small hit and then I lost it on Beach Street." Frank said

"Da me two, I can see Frank now." Kraven said confirming that they three hunters were closing in on Peters trail.

"Roger that I am not far also." Logan took a deep sniff but all he could smell was the nearby sewer then it hit him and radioed his partners. "Converge on my location I know where he went."

A few minutes later the three met up and Logan explained where their prey had gone.

"He's underground." Logan pointed to an open manhole cover. "Wolverine to base we have a possible location of Spider-man."

"Do you need assistance Wolverine?" Storm asked. Logan thought it over as much as the added firepower might be useful it would mean more potential targets for Peter to zero in on and added by the fact that they were underground might work against them.

"Negative base we start flooding the sewers with rookies we might end up with more problems than solutions, Keep them on stand-by back at the base we might need help getting him into the machine when we get him back."

"Roger that Wolverine be aware the enhancer has to be repaired try to keep him busy long enough so we can get it working again." Storm added

"Copy that Storm, Wolverine out." Logan shut off his communicator and addressed his two associates. "Well gentlemen it seems we are going subterranean hope none of you are claustrophobic."

Kraven just grunted and started down into the sewers first followed by Logan. Frank on the other hand decided to hang back for a second as he needed to grab a few things from his van. Logan and Kraven began sniffing around and it was a good thing they had strong stomachs the smell of the sewer was masking the scent of Peter but they were able to ferret out which way to go. Once they had determined which way to go was in Logan's direction he took point he was just about to take a step when Kraven grabbed him and pulled him to the side of the wall.

"What the hell Kraven…." Logan protested but was shut up quickly when he showed him the trip-line made of webbing.

"He was expecting us." Kraven said

"That goes without saying" said Frank as he climbed down the ladder wearing a respirator and night-vision gear. Logan just cocked his head to the side and placed his hands on his hips as he looked at the former military man.

"Hey if you think I am going to go through here smelling other Peoples shit you got another thing coming." Frank countered

"What's with the rifle Castle I thought we agreed we were to take him in alive." Logan said when he noticed the arsenal that Frank had strapped to him.

"You know you are seriously paranoid." Frank said and unslung his rifle and showed it to Logan. "This is Betsy at the moment she loaded only with these." Frank unhooked the clip showing the payload to be tranquilizer darts.

"That girl who's dating our friend down here gave me a canister of Spider poison I had my computer load it into those darts along with a cocktail of Phenobarbital and Demurral once this enters his blood stream he will sleep like a baby and end up with a wicked high when he wakes up." Frank explained

"OK what's with the side-arms?" Logan queried

"Sonic disruptor cannons set at low-frequency and every dog within a city block begins to howl in pain set at maximum could kill him." Frank said with slight relish.

"What no howitzer this time." Kraven said semi-jokingly

"It wouldn't fit in my purse." Was all he said and then they were off aware they were probably walking into a trap.

Back in the mansion Tony had jerry-rigged the sensors in his visor to act like a genetic scanner, Tony welded the visor to the machine and with Jarvis's help they had the machine in working order.

"Jarvis begin running simulations." Tony commanded his AI

"Yes sir" the voice replied.

Tony quickly began taking notice of the mansion and its surroundings.

"Quite a place you got here Dr. McCoy."

"Call me Hank Mr. Stark." Beast replied

"OK Hank and you can call me Tony. Now this isn't your normal prep school is it?"

"Like what gave it away." Kitty said sarcastically as she typed away making sure she didn't make a mistake in her program.

"Well the jet for one and for 2 how that boy over there dropped me in my suit with a single touch and then there is you Hank." Tony said glancing over the hairy mutant then Kurt teleported in with a message for Beast letting him know that Logan and the others were hot on Peters trail. The teleported out.

"And then there is that." Tony said nonchalantly

"Well as you have obviously gathered we are not a typical school I am assuming since you know Logan and what he can do however he is not unique. Everyone at this school is what is known as mutants, our head-master Charles Xavier set this place up for people who have trouble accepting their gifts and helps to train them to control their abilities."

"Does this include your spider friend we are looking for?" Tony asked

"No his abilities are exceptionally unique they were given to him by an unforeseen sequence of events, but the rest of us were born with a unique gene that upon Puberty activates which gives each of us a different set of skills." Tony stood and listened to everything Beast had to say with great interest.

"So if all of you are mutants why did you welcome a non-mutant into your facility?" Tony asked in reference to Peter.

"The professor was concerned if Spider-man ever fell into the hands of certain government officials or people of ill will and discovered how he got his abilities they could be replicated and then be used to create the ultimate weapon." Beast explained and Tony nodded as he understood all too well as he used to make weapons for the government himself and he was appalled when he found out how they were really being used. Beast stopped talking when his computer beeped indicating a failed removal process of the V.E.N.O.M. suit from Peter.

"Damn it how did he get it off last time?" Beast said.

"What is it?" Tony asked

"In order for the process to work and return Spider-man back to normal we have to for lack of a better term infect him with this black substance you liberated from the facility tonight." Beast explained

"I am with you so far." Tony said hanging on to Beast's every word

"The problem is we have no idea how to remove it from him once he is exposed."

"Why does it need to be removed at all?" Tony said

"The suit does something to its host it slowly begins to manipulate you into a certain way of thinking twisting your every thought to suit its own means. Removing any trace of free will."

"I see and how do you it does all this?" Beast then explained how Peter was infected with this suit before and the last they wanted was an evil Spider-man again. Tony began thinking and he began to form a theory but he needed to be sure before proceeding.

"Tell me Hank what was happening just before Spider-man got the suit off."

"Well he had Rogue by the throat and she told him if the only thing he needed was the suit then he should just kill her when he couldn't he ran off to the high tower where they keep the…bells." Hank began to drift off the wheels in his head turning at the same speed as Tony's and then they both came to the same conclusion.

"Rhodey come over here." Tony said loudly to his friend.

"What's up Tony?"

"I want you to fire a low intensity sonic wave at this sample." Tony said holding up the frozen sample from the arctic. Warmachine aimed his sonic cannon set at minimum power and turned it on. At first nothing and then Rhodey began to slowly increase the power until finally the sample began to shiver and shake almost violently.

"That's it, sound waves weaken it." Beast said now that he understood how to help Peter once the machine was done. "Mr. Rhodes it seems we have use of you after all." Beast said and began to make the necessary changes to their plan.

Back in the sewers the trio of hunters had followed the direction of Peter's Kraven and Wolverine used their sense of smell very sparingly as they would never get the smell of the sewer out of their nose as it was. Frank was smart and wore a respirator however he didn't watch where he was going and tripped an invisible web alerting the Man-Spider of their arrival. The creäture began to wake from its light rest when his web alarm went off. Acting like the hunter it was it began to take its place it didn't need to wait long as its prey came walking in to its lair. Logan sniffed the air and growled he knew he was being watched but he didn't know from where.

"Ok Kraven this is your area if you were to spring a trap where you do it." Logan said

Kraven looked around and began to think like a spider and how they hunt but Frank got impatient and jumped straight into the fray only he got stuck in a large web. Logan grunted and popped his claws and jumped down to cut Frank free.

"NO! Don't vibrate the web." Kraven warned but it was too late and Logan was soon covered in webbing as the beast swung down from it hiding place landing in front the two hero's he began spraying more webbing effectively cocooning the two. Frank looked at the creäture that had trapped them for the first time.

"You trained that thing." Frank said to Logan

"Yeah a part of him anyway." Logan retorted. Frank took one more look.

"I gotta say Kid you are one ugly mother F….." Frank was cut off as the beast screamed in his face as it brought its clawed arm above its head ready to strike at the first its captured prey.


	21. Humanity

Humanity

For the first time since his family's death Frank felt a small measure of fear as he was about to be clawed to death. The beast raised its hand and was about to slice down when Kraven leapt forward and tackled the beast to the ground. The two titans sized each other up learning everything about their opponent just from a glance the beast charged first, Kraven obliged and charged like a male rhino the two closed the distance and then just at the last second the beast fired a web-line and dodged the attack and Kraven went sailing by. The beast took advantage and once it had proper footing fired a wide spray making a net like web ensnaring the wild game hunter. Logan used the distraction and cut himself and Frank free.

"You ok Castle?"

"Just peachy, for someone who was almost spider food." Frank retorted

"We need to help Kraven." Logan commanded. Frank grabbed his sonic disrupters and cleared any webbing that had clogged the barrel.

"I'll keep bug boy busy you get Kraven and my rifle." Frank said then ran towards the man-spider, he set one of his hand guns on the highest stun settings and fired. Logan covered his ears as the sound emitted from Frank's guns echoed through the subway. The beast howled in pain the noise was torture for the man-spider, it reached for its head with two of its arms trying to muffle the deafening cacophony the beast began to feel dizzy and it dropped to its knees. Logan fought against the pain and managed to free Kraven who himself was having a hard time with the noise, he looked over at Frank and to this day he would swear he saw a contented smile on his face almost like he was enjoying torturing the creäture. The beast was not seeing straight it had only one hope it opened its mouth and sprayed a stream of acid at his attacker all it could do was hope it struck something vital. The acid spray flew through the air and struck the blaster in his hand destroying it. Frank dropped the gun quickly and was about to reach for his other one when he saw that his holster was covered in webbing.

"Oh shit…..oomph" Frank was tackled to the ground and pinned by the beast, it roared inches from his face as it drooled acid droplets on to Franks battle Kevlar slowly eating away at the durable material. The creäture grew tired of this game it prepared itself for the killing blow when it felt a sudden sting in his back. Not enough to hurt just annoy, the creäture looked to the side and saw the man with the lion's mane around his neck holding a weapon of some kind. Kraven fired several more shots each one penetrating the beasts hide and delivering its non-lethal payload into the creäture's blood stream. The creäture began to slowly drift off but not quickly enough it was fighting the drug forcing itself to stay awake it used what remaining strength it had to knock away the rifle from the experienced hunter. The beast reared back and swatted at Kraven's head sending him flying across the room. Logan sliced a pieced of heavy grade power line that was draped along the wall he ran forward and jumped and the beast's back he then swung the cable around the creatures neck and began to ride him like cowboy at a bronco rodeo. The beast swung and flailed but Wolverine hung tight trying desperately to tire the creäture long enough so the drugs could work their magic. The creäture could feel its strength waning then it felt Logan's foot slip just an inch and it was all it need. The beast grabbed Logan's foot and pulled him down to the ground and fired 4 gobs of webbing pinning his hands and feet to the ground taking Logan out of the fight. Frank pulled at his holster but the webbing would break free he reached into his boot and pulled a knife and started slicing at the webbing but it was too thick. Frank had no choice he took the knife and changed his grip once it was done with Logan it would come for him next. It was kill or be killed now and Frank was not going down without a fight the creäture turned back to the former special ops soldier and began to lumber towards him the drug clearly taking some effect but the beast was conscious enough to finish the job. The beast lumbered forward towards the knife wielding former special ops soldier, the creature reared back with one of its clawed hands and was about to slash out when….

"Peter Stop!" A voice echoed. Frank looked and saw two new figures standing at the entrance to the spider's lair.

"Run!" Frank hollered which earned him a shot to the gut winding him. The one figure grabbed the other and jumped down landing gracefully in front of the beast. Logan looked from his pined position and saw it was Rogue and Jessica.

"What are you two doing here!?" Logan bellowed but the two girls never had a chance to answer as the beast charged forward razor claws ready to slice away the two girls limb from limb. Jessica was charging a venom blast but it was too late the creäture was too close and it grabbed Jessica by the throat and threw her away, the beast then turned its attention to Rogue. The beast could feel the drug really taking effect now and it lumbered closer and closer to her.

"Peter Ah know you're in there and Ah know you won't hurt me, please stop so we can help you." Rogue pleaded. The creäture walked up and stood to its full height dwarfing the small teen it looked on her with all of its eyes and roared as it prepared to slash her down. Rogue closed her eyes and prepared for the end but just as the creäture was about to bring down the killing blow it stopped the creäture looked as though it was remembering something. Something tucked away in the far reaches of what remained of its human mind. Rogue slowly opened her eyes and saw what Peter had become and that it had stopped attacking she switched off her nullifier bracelet and removed her gloves slowly so as not to startle him.

"Peter Ah knew there was some part of you left in there." She walked slowly to him and the creäture lowered itself down. "Ah am sorry but Ah have to do this." Rogue reached out and placed her hand on the deformed face of her boyfriend and began absorbing him enough that he passed out. Rogue fell to her knees as the power she absorbed flowed through her. Her body became more hairy and spider-like small fangs began to grow in her mouth. She hollered in pain until finally the energy dissipated and began to return to normal. She sprawled out on all fours breathing heavy until she finally began to feel like herself.

"Damn that was fun….not" Rogue said aloud. Logan got up after freeing himself he looked and saw the sleeping form of the Man-spider and Rogue slowly getting to her feet.

"That was a big Gamble you pulled there stripes." Logan grumbled.

Rogue didn't say anything she just looked to her mentor with glazed over eyes. Logan took a closer look and saw her Pupils were dilated.

"You ok kid?" Logan asked

"Oh Wolvie Ah feel great a little tired but…Giggles…. Ah feel good." If Logan didn't know any better he would have sworn that Rogue was high.

"Can you walk stripes?" Logan asked

"Can I walk Wolvie…..if you wanted I could fly to the moon." Rogue said just as she passed out, Logan picked her up and placed her in a fireman's carry and proceeded to take her out of the sewers and back to the mansion. Kraven walked in after finally finding his way back the spider nest, he was doubled over holding his side obviously nursing some broken ribs.

"The beast has fallen, good news for uh eh?" Kraven said as he winced.

"You gonna make there Kraven?" Frank asked and all Kraven could do was weakly wave that he was ok. Frank went over to pick up the sleeping man-spider and found he couldn't lift it.

"Shit, how are we gonna get it out of here?" Frank asked

"Leave that to me." Jessica said. Frank just scoffed.

"That's funny sweetheart now why don't you leave and bring Logan back here so we attempt to get him out of here before he wakes up."

Jessica got pissed and lightly shoved Frank out-of-the-way. She picked up the entire mass of muscle and hair without even grunting; leaving Frank eating a large freshly cooked helping of crow.

"Never underestimate a woman Frank." Kraven teased and they all left the sewer together once everyone was in the Punisher's van they quickly drove to the mansion.

Back at the mansion everyone was getting ready for Peters arrival Jean and Cyclops were tasked with making sure Peter didn't escape. Tony, Kitty and Jarvis had the honour of operating the machine. Forge was busy making sure the machine wouldn't short out with all the missing pieces it was a crap shoot at best that it would work. Rhodey was the key once they had the suit on Peter it would be up to him and anyone else to try to remove him from it. Beast was busy getting the medical bay ready when the PA system sounded.

"Everyone this is Storm I have received word that Peter and the others are on their way all new students and non-essential X-men must stay in their rooms until told otherwise. Medical prepare for multiple injuries, good luck everyone." Storm shut off the PA. Beast took a moment from his prep work and though he wasn't a spiritual man he stopped and said a silent prayer to whatever powers that be that they were successful.

A few moments later, Logan came in carrying Rogue over his shoulder he made his way over to a bed and placed her on it.

"What happened to her?" Beast asked

"She followed us, and then she absorbed the kid." Logan growled out. Beast quickly started his assessment and determined she would be fine.

"If I didn't know any better I swear she was high." Beast stated

"It might have been the drugs we used to tranq Peter." Logan grumbled

"Did you inject her with it?" Hank asked

"No she absorbed it directly from the web head." Beast grew very concerned quickly.

"What were the drugs that you used!?" Beast asked animatedly.

"Frank made a mixture of ethyl chloride Phenobarbital and Demurral." Logan explained

"DAMN what the hell was he thinking!" Beast said as he grabbed a heart monitor and strapped it to her arm. "Help me get her out of her uniform." Beast ordered as he ran to the medication cabinet and grabbed a vial and stuck a syringe inside once he had the desired dosage he had Logan hold her down. He drew a little spot on her chest, Beast lined up the syringe and plunged the needle directly into her heart. Before Beast could remove the hypodermic Rogue's eyes opened wide and she shot up to a seated position like a rocket was shoved up her ass.

"WHAT A RUSH!" Rogue said twitching slightly she looked around and saw she was in the infirmary with Beast and Wolverine. "What happened? Did we get him back?" Rogue asked in tizzy.

"Yeah we got him back kid Thanks to you however you might want to put this on." Logan said handing Rogue a robe. Rogue looked down and saw she was wearing only a bra and her snake skin thong panties, she quickly grabbed the robe and wrapped it around herself. Rogue had never felt so alive then she did at that moment it felt like her skin was on fire yet she was also freezing.

"What did you give meh Hank." Rogue questioned

"In a word adrenaline, you had absorbed Peter while he was fighting off the effects of the tranquilizers they pumped him up with and when you absorbed him you got dosed as well I had to inject you with this so that your heart wouldn't stop." Beast explained just then the other hunters walked in Kraven looked the worst out of all of them but when Beast saw Frank he walked over balled up his clawed hand and slugged him in the jaw.

"What in the hell were you thinking that mixture of drugs would kill a normal human." Beast bellowed

"Why are you so huffy I didn't use it on a normal human." Frank countered

"But you could have killed him and Rogue." Beast yelled back

"How could I have killed her?"

"When she absorbed him you idiot, what kind of moron are you to mix phenobarbital and Demurral. " Frank was confused.

"What do you mean absorbed him all she did was place her hand on his head and then I figured the drug kicked in and he fell over I figured that the drugs finally knocked him out." Frank defended and beast was about to lay into him some more when he was stopped by Logan.

"Easy there Hank listen why don't I patch everyone up here and you see to Spider-man alright I'm sure they could use you there."

Hank stepped over Frank and then left for the hangar where peter would be undergoing his retro-transformation.

"What's his problem?" Frank said wondering what set the animalistic Dr. off the rails.

"Don't mind him he has been under incredible stress lately." Logan said offering a hand up. "Come on I'll explain." With that Logan began to describe the nature of what rogue can do and what the purpose of the school is.

In the hangar everyone was ready all they had to do was get Peter in the machine. Scott and Jean patiently waited by the doors and Scott took the opportunity to ask Jean something that had been weighing heavily on him for a while.

"Some week" Scott said trying to act cool.

"Scott don't try to act cool around someone who A) you have practically grown up around and B) can read your thoughts. Now if you have something to ask me just go ahead and do it." Jean stated matter of factly. Scott blushed a little and then bit the bullet.

"Jean Grey, will you go out with me this Saturday?" Scott said but before he could get a reply the elevator door opened and in walked Jessica and Beast with Peter slung over her shoulder.

"Where do you want him?" Jessica asked.

"Place him inside on the table then strap him down tightly." Tony said as he performed a systems check. Jessica did as she was told she laid Peter down and began fastening the restraints.

"Are you sure these will hold him?" Jessica asked looking at the belt restraints.

"I don't suspect for long, however we just need him in place long enough to complete the process." Tony said. Jessica went back to restraining the large creature she had only one restraint left when Peter began to stir. Jessica quickly fastened the final latch and placed an anti-corrosive shield over Peter's mouth, and no sooner did she finish that, Peter awoke completely and began to thrash about trying to get himself free. Jessica stumbled out of the machine and got to her feet she charged her venom blast to a maximum stun level and fired. The bolt didn't completely knock him out but it stunned him enough that the next part of the plan could be implemented.

"Alright everyone this will require some timing as soon as I toss the container in close the door and begin the process once the suit has taken hold." Beast ordered and everyone nodded their head in agreement. Beast walked up to the door and chucked a glass container filled with the Venom symbiote inside. The glass container hit the back wall and shattered releasing the vile sludge in to the compartment.

"Close the door" and on command the door swung shut and sealed itself. Beast ran over to Tony and Kitty on the screen Beast could see into the chamber and he could see the sludge engulfing the Man-spider.

"Come on just a little more." Beast said aloud the suit had to coat every inch of Peter or the process would kill him.

"Come on…come on" Hank said with bated breath and then he saw it the suit took hold. "Now activate it now." Kitty wasted no time and the machine powered up and began the procedure. They could see the suit react to the high radiation environment but Peter was still alive judging by the thrashing and the screams that could be heard. Rogue came into the hanger wearing her robe and feeling better that is until she heard the screams coming from the chamber. She ran over to the screen and saw Peter strapped to the table inside.

"How long does he have to be in there?" Rogue asked

"Jarvis ETA till total mutation reversal?" Tony asked his AI

"Another 30 seconds sir then another 10 to vent the radiation." The British sounding AI replied

"Ok Rhodey on my mark hit that tube with your sonic pulse." Tony ordered

"And you missy get ready to pull him out once I tell you." he said to Kitty as she got up from her seat. "Everyone put on your ear protection now." Tony ordered and everyone followed it.

"Process ends in 10 seconds…." The AI began to count down from 10 "9….8….7….6….5….4….3….2….1….0 Process complete beginning shut down."

"Rhodey, fire now!" Rhodey activated his cannon and the sound wave rippled through the machine causing echoes upon echoes inside. Tony tried to see what was happening but the camera inside went dead just as he saw Peter's outline break free from his restraints.

"Kitty get in there and get him out if you can." Tony yelled and Kitty Phased herself inside. When she didn't come out right away everyone began to grow concerned Tony raced over to the ready to rip it off its hinges when she came out carrying an unconscious but very much human looking Spider-man.

"Like sorry it took so long but I had to put something on him or he would walking around buck naked. Plus I had to put the mask on him, no offence to you guys but he hides his face for a reason and we should respect that." Kitty carried him over to a nearby gurney. Beast quickly rushed Peter to the med bay to make sure he was ok Rouge and Kitty went with him.

Tony looked over to Rhodey and gave him the cut throat action with his hand telling him to shut down his cannon. Rhodey did as he was asked and shut it down.

"OK how do we open it up without being infected?" Rhodey asked

"Once again you have become useful Rhodey part of my suit is inside that machine yours is still intact." Tony went and grabbed a clear see-through specimen container with a vacuüm attachment that held the original venom sludge. "Go on in there and place it in this." Rhodey closed his visor and took the container he open the latch and entered the chamber closing the door behind him. A few moments later Rhodey came out carrying a full container.

"Here you go Tony, one batch of viral sludge." He tossed the canister and Tony looked it over and became slightly distressed at what he saw. "What is it?" Rhodey asked at his friend's expression.

"Nothing I hope but this sludge was black when it went in now its red."


	22. Mending

Mending

Peter awoke in the medical bay; as his eyes adjusted he noticed the Professor and his aunt were sitting by his bed side.

"UGH…who had the raging party in my head and forgot to clean up the mess?" Peter quipped as he described the migraine in his head.

"Peter it's good to have you back again." The professor said joyfully.

"Where did I go?"

"Peter you have been in a coma for 3 days; what's the last thing you remember?" his aunt asked him.

"The last thing I can recall is the fight with this mountain of a man who wore clothes straight out of a King Arthur movie." May took the time to fill Peter in on what had happened and his whole transformation into the Man-spider and the effort everyone went through to change him back. Peter's guilt began to soar like an eagle on steroids.

"Peter what's wrong?" the professor asked

"Nothing"

"Peter don't try to hide things from me you know I can read you like a book." His aunt countered

"I'm just wondering if staying here was a good idea." Peter said in a melancholy tone.

"Peter what happened is in the past now no one was seriously hurt, even Rogue has recovered." The professor said and as soon as he mentioned Rogue Peter nearly shot out of bed demanding o see Rogue.

"Relax Peter she is fine she had a bad reaction to when she absorbed you after a day or so the effects wore off. We sent her upstairs to get some food the poor thing hasn't left your side since you got back." Aunt May explained and as if by divine providence the door opened up and in walked Rogue carrying a large plate of food. When Rogue looked up and saw the handsome brown eyes of her boyfriend she tossed the plate aside ran across the room and jumped on to the bed hugging Peter tightly. Rogue began to softly cry seeing that Peter was ok.

"SHH it's alright I'm back." Peter said as he gently rubbed her lower back trying to comfort her. Rogue wiped away the tears in her eyes sat up and punched Peter in the arm.

"Ow, what was that for?"

"That was for worrying meh for the past three days, and this…." Rogue pulled Peter up and planted a huge deep passionate kiss full on the lips catching Peter off guard. Aunt May and the Professor began searching the room as the awkwardness of the moment grew every second that passed.

"That is for waking up." Rogue finished once she broke the kiss. Peter was a little stunned and was having a hard time finding the right words to describe what had just happened.

"Um uh I don't know what to say besides maybe I should play injured more often." Rogue softly began to cry in to Peter's hospital gown and Peter just held her. May and the professor decided to just let the young couple have their time and gracefully exited the room.

"You know Ah love you" Rogue said

"I love you too, even though we still have to go on that official first date." Peter chuckled which caused him some discomfort as his ribs were very sore. The young couple stayed like that until they both drifted off to sleep once more.

Back in the lab Beast was attempting to analyze a sample of the red sludge he placed the container in an isolation booth and carefully removed the top of the canister when nothing happened Beast reluctantly placed a mouse in the room and still nothing happened.

"Intriguing" Beast said.

"Maybe it's dead." A voice sounded Beast turned around and saw Tony Stark standing in the lab sans armour.

"It could very well be this substance is rather unique who knows what happened when it was inside that machine." Beast retorted as he slid his hands into the glove slots to replace the canister lid, once it was sealed Beast opened the containment system and grabbed the container. "Even if the sample is dead it could still prove to be very dangerous, would find some place to store it?" Beast said handing over the container to Tony.

"I have just the place Stark industries has…." Tony was cut off

"Don't tell me where it is going or anything the less people that know about that the better." Beast said

"Right I understand." Just then the Professor entered and greeted the entrepreneur superhero.

"Mr. Stark welcome I am Charles Xavier." The Professor extended his hand and Tony took it in return. "I am told you helped immensely with our current emergency."

"To be fair it felt like I didn't have much choice." Tony said as he explained how Forge manipulated his armour system. Charles smirked inwardly as much as he hated using physical threats he cannot deny the results.

"So Mr. Stark may I ask why you haven't left yet?" The professor asked

"To put it simply over the past 3 days I have had a chance to go over your equipment and gotten to know a few of the students and the staff and I have to say I am very impressed with the work you have done considering how outdated some of your equipment is." Beast just scoffed a little taking a small amount of offence since he designed some of the equipment himself.

"I am not sure if I should be flattered or insulted Mr. Stark." Charles responded

"Call me Tony please, and my comment wasn't meant to be insulting however I would be remise if I didn't mention some of your more shall we say advanced equipment are in serious need of updating."

"Yes you are probably right. However given that the existence of mutants is still a closely guarded secret from the public and some of these students don't have families to help pay for the tuition certain things have to be downsized." Charles explained

"Well suppose you had a financial backer that would supply you with the latest in technology and provide financial assistance. Would that be of help?" Charles was pleasantly surprised.

"I must say that is a very generous offer, but one has to wonder why you would ever consider backing a school for 'gifted' individuals." Charles pressed

"I know it must seem like a rather spur of the moment thing but I heard about how you took that Parker kid in and the reasons why. But let's face reality here if the government ever got a hold of any one of those kids up there they would be locked away in a lab somewhere trying to find out how they tick I wouldn't wish that on anybody." Tony explained

"Thank you Tony for understanding." Charles said and a small beep went off on Stark's phone he picked it up and looked at the screen.

"Oh good it's here" Tony said excitedly.

"What's here?" Charles and Hank asked at the same time.

"A little token of goodwill" Tony exited the lab and made his way to the hangar where the X-jet was missing.

"Where is my jet Stark?" Charles asked indignantly.

"Coming in right now." After Tony said that a large gust of wind began to pick up inside the hangar bay Charles looked to the vertical opening and saw a rather dark but beautiful sight it lowered itself slowly on to the ground once it touched down the pilot shut off the engines and a ramp at the rear of the plane opened up.

"What do you think?" Tony said as he walked closer to the new jet. Tony walked forward and introduced the professor to the new arrival. "Say hello to the SR-77 blackbird a variant on the SR-71 which if I am not mistaken was what you were using before." Charles sat awestruck though similar to his original craft this had many differences. To start with the jet was sleeker with a thinner radar cross-section than the previous x-jet forward swept wings (AN: Think of the X-jet in the original cartoon). Charles rolled around to the ramp and entered and was amazed at the interior.

"You don't do things small do you Tony?" Charles said

"It is kinda how I do things, come on let me give you a run down. This jet is equipped with the most state of the art stealth technology on or off the market, it has several chair locations each one provides a crucial function. Communications, tactical, mobile lab and decontamination center you name it has it and what it doesn't have, well just tell me what you want and I'll have my engineers here to install them. Also not only is this jet stealthy this puppy can reach up to Mach 6, no missile, no jet, nothing short of my suit or a hail Mary miracle shot can catch this baby." Tony continued running down the systems and Charles listened with great intent. "And one more thing my team of engineers are on their way to upgrade your entire facility."

"Tony I am grateful but this is too much."

"Relax Charles I consider this an investment in to the future of those kids up there." Charles just sat back and accepted the gracious gift and the two began to iron out the details. Meanwhile back in the Infirmary Storm came in to check on Peter and Rogue and once again she found the two sleeping in each-other's arms.

"(clears throat)…..do we need to have that talk again." Storm said waking the young couple up.

"You know what I am too tired and too sore to care about decency right now." Peter said as Rogue gingerly got off the bed so as not to hurt Peter any further.

"Sorry Storm we were both just exhausted." Rogue explained.

"Don't worry about it I just stopped by to bring Peter his homework and yours too Rogue both of you have fallen very behind in your studies." Storm playfully reprimanded them

"Well, in my defence I have been very sick." Peter quipped

"Yes Peter your absences maybe excusable however you little lady have no excuse so you need to pick it up." Storm said to Rogue.

"Ah know Ah know but in my defence I was sick with worry over Peter." Rogue said trying to elicit any sort of sympathy from the older mutant.

"I'm afraid that is not a valid excuse for the school board. Now I suggest you two get to work." Storm gave a little smile and tossed them both their school bags and left.

"Well as they say; no rest for the weary." Peter said as he opened bag and began going to work.

Elsewhere Bolivar Trask was enjoying the view as Norman Osborn violently trashed his office.

"It's over without the VENOM my company is finished." Osborn yelled as he threw his coffee mug at the wall.

"Poor Norman, now that your prize project is gone you're not so smug now are you." Trask said mockingly.

"Can it Trask I have enough problems without you adding to them." Norman said as he pointed the finger at his partner and sometime rival.

"Well it wasn't a total loss was it? I mean you still have the chemical composition of it don't you?" Trask asked.

"Of course I do, but the analysis was incomplete I can't recreate it." Norman admitted

"Who said you needed to, based on the data I observed the VENOM was too uncontrollable in its current form."

"What are you getting at Trask?" Osborn asked curiously.

"I suggest you start from scratch, you have everything you need to begin." Trask answered

"Even I could recreate the system, it wouldn't be nearly as powerful as the original also I don't have the start-up capital for such a project." Osborn relented.

"Don't worry about that my project is almost complete. Once I secure a military contract I will share the money so you can start the next phase of your project." Trask offered his hand to seal the deal.

"Why are you doing this Trask?"

"Because my dear Osborn we both want the same thing." Trask said blankly but inside his anger and bigotry was bubbling over.

"Before I agree to anything Trask show me this project of yours." Osborn said defiantly

"I thought you would never ask." Trask took and reached into his briefcase and grabbed a memory stick and plugged it into Norman's computer the files opened up revealing the schematics for a next generation battle system as the diagrams and words flashed across the screen 'PROJECT: SENTINAL'. Osborn was intrigued and offered his hand and the two evil businessmen sold their souls and sealed their fates.

Over the course of the next few weeks life had become rather dull for the Kids of the Xavier school Peter and rogue were able to catch up rather quickly thanks to Peter's genius intellect One could almost say they were living the typical normal teen angst ridden life. The Stark Tech's had just finished doing the upgrades to the mansions security and of course Peter and Rogue finally got their first uninterrupted first date several others that followed including a double date with Jean and Scott, which resulted in the Both couples being banned from the local gelato shop. When they were asked about it all they said was "it's best to let sleeping dogs lie." And then never spoke of it again.

Before they knew it half the school year was gone and it was almost time for the Christmas holidays which some of the teachers were just as anxious for them to arrive as the students but there was one thing that needed to be done first, the school's annual Christmas formal.

Peter was at his locker putting away his books when a female hand placed itself on the door to his locker Peter turned around reluctantly as he knew exactly who it was.

"Hello Felicia, if you're here to ask me out to the Christmas dance again the answer is still no." Peter squared himself up to the blonde haired girl. Now Peter had to admit that she was an attractive girl just the right height not too skinny and popular to boot but despite all her physical attributes Peter was going with Rogue and no force on earth would stop that from happening.

"Oh Peter" Felicia said seductively "I don't know why you are fighting it you and I are perfect for each-other."

"In what world would that be? because it sure isn't this one." Peter said dryly "Besides why do you want to go out with me anyway? Shouldn't you be draping yourself over someone like Flash Thompson or something?"

"Oh Peter just because I am head cheerleader doesn't mean I automatically go for the starting quarterback." Felicia countered albeit a little weakly.

"In other words he turned you down flat. Let me guess he's going with Liz right." Peter teased

"NO!" Felicia looked down embarrassingly "He's going with Debra Whitman." Peter couldn't contain his laughter and he fell to his knees in the middle of the hallway.

"HA, HA, HA,….you mean to…..tell me….that you Felicia Hardy…most beautiful girl and most popular…...got beaten out…..by a smart girl." Peter said as he tried to reign in his laughter, but it was too late as Peter's outburst got the attention of several students and once they heard that Felicia got turned down for a date the immediately got on their cell phones and began texting and by the power of social media the entire school knew about it in seconds.

Felicia was so embarrassed and Angry she brought back her leg and kicked Peter in the stomach, Peter barely even felt the hit but played it up so he would look hurt. However most of the damage was taken by Felicia's foot and she limped away a few seconds later Rogue came by and helped her Boyfriend to his feet.

"Peter are you alright?" She asked.

"Oh I am fine, but Felicia Hardy's social standing might have taken dip." Peter said as he finally managed to stop laughing. "So have you gotten your dress for the dance?"

"You bet your sweet bottom there sugah. Also I got something extra special for after the dance." Rogue winked and then walked off with a little extra sway in her hips that made Peter's little soldier rise to attention. Peter shook his head and began thinking non sexy thoughts to try to sooth the beast raging in his pants. He quickly grabbed his bag and his phone and left his locker to go catch up with Rogue. The day went on as usual until lunch time where Peter and the others met up.

"Hey guys!" Peter announced and everyone greeted him. "So is everyone ready for the dance." Peter said and everyone said yes except for Kurt and Kitty. "What's wrong you guys, aren't you excited?"

"JA I vould be but Amanda has gone out-of-town with her family so I vill be staying home this year." Kurt answered.

"Yeah well at least you have an excuse blue boy. Ever since homecoming Lance has spread word around that I am persona non-grata around school no one will ask me out." Kitty complained

"Why don't you ask someone?" Jean prodded.

"Like why didn't I think of that? Oh yeah I did still the same result, so I guess my only date this time is going to be with a tub chunky monkey ice cream." Peter was quietly smiling as he sat back in his seat and Kitty noticed.

"Alright what is with the like self-contented grin." Kitty asked

"Ja man it's like totally creepy" Kurt concurred with his friend.

Peter looked behind them and then sat forward.

"Kitty, Kurt I know how much you two want to go to the dance and I also know how difficult it is for you two to get dates. So I took unilateral action and initiative and placed a couple phone calls. Take a look behind you." Kitty and Kurt turned around and saw a dark haired boy with ruggedly good looks and expensive clothing which got kitty drooling and beside him stood a red-headed girl dress in a black halter with white over shirt wearing jeggings and runners.

"Guys meet two of my best friends from my old high-school Mary Jane Watson and Harry Osborn." Peter introduced the pair as they took seats at the table.

"You must be Kurt Pete has told me a lot about you I'm Mary Jane but everyone calls me MJ." She offered her hand to Kurt and Kurt nervously took hers in return but didn't say a thing. "Yeah Pete told me you were a shy guy, a little piece of advice try to relax a bit girls like a confident guy."

"Vell my girlfriend likes me for who I am." Kurt finally spoke

"He speaks I don't believe it." MJ teased "Pete told me about your girlfriend and don't worry I am not looking for anything other than a friend right now." MJ looked at Peter with a deep forlorn look which Rogue caught but decided to leave it be.

"Hi you must be Kitty I'm Harry Osborn." Harry introduced himself and offered his hand to the starry-eyed teen.

"Uh huh, like whatever you say." Kitty said dreamily. Jean kicked Kitty lightly under the table to bring her out of her dreamlike state which worked. "Ow right sorry yes my name is Kitty and you said your last name was Osborn?"

"Yeah it is." Harry said sadly.

"Like as in Norman Osborn creator of OsCorp?" Kitty rambled off questions which earned her another kick in the leg from Jean.

"If you don't mind me asking why are you here? Shouldn't you be in school?" Scott questioned

"Allow me guys." Peter said interrupting Scott "Harry here opted out of my old High-school in favor of homeschooling since his father can afford it, but MJ I can't explain."

"Relax Tiger I got an authorized exemption the school let out early do to a teacher's strike." Peter was about to ask further when his phone went off telling him he got a text as did everyone else.

"Hey guys we all just got invited to an after dance party." Kitty said excitedly "Do you think the professor will let us go?" Peter got a horrible feeling in his gut when he noticed who was having the party.

"Guys I don't think we should go." Peter said

"There's the Peter I remember come one live it up and relax bro." Harry said

"Alright fine." With that settled everyone began to get better acquainted. Meanwhile nearby Felicia Hardy was watching the group with malice in her eyes as she glared in Peter's direction.

"No one makes a fool of me Parker no one." She said aloud and walked off to plot her revenge.


	23. destroyed

Destroyed

"So let me understand this correctly you all wish to go to this party." The professor asked his students.

"That's right professor." Kitty answered. Charles looked around the room and saw peculiar glances coming from Scott and Peter.

"And everyone is in agreement?" Charles looked at Peter and Scott.

"Professor I would go just in the supervisory sense to make sure no one loses control." Scott said being the obsessive control freak he is.

"What about you Peter?" Charles asked.

"I have no opinion either way Professor." Peter said curtly which got the professor's interest.

"Alright you can go but if any problems arise I want you all to contact us immediately." Everyone smiled and rushed out except for Peter he just lumbered from his spot towards the door.

"Something wrong Peter?" Charles asked.

"It's nothing Professor." Peter replied

"Peter, you ought to know by now that you can't hide things from me that easily." Charles countered

"I don't know professor I just have this feeling that something is wrong." Peter answered

"Are we talking spider sense wrong like there is danger." Charles questioned.

"No, nothing like that, it's more like gut feeling you know." Peter answered cryptically.

"Perhaps your powers are evolving." Charles said trying to comfort Peter as best he could.

"Oh I hope not I have had enough of powers that I can't control." Peter lamented

"Or perhaps it's just you being paranoid?" Charles said bluntly which was a little out of character for him but Peter brushed it aside.

"Maybe your right professor, thanks for listening." Peter left the room and closed the door behind him.

Charles wheeled around to his desk and went back to work on his computer as he turned it on two words began glaring in red in front of him "ACCESS DENIED" those words flashing over and over again.

Meanwhile Rogue was in her room doing the final touches on her dress and the few extras she had purchased. Rogue reminisced about the day she decided to get them.

**2 days ago**

Rogue, Kitty and Jean were at the Bayville mall shopping for their dresses. Jean was relieved this dance didn't have any kind of competition it made things less tense in the mansion. Kitty was not really into shopping this time around considering its her favorite pass time and Rogue seemed to know exactly what she wanted she was a woman possessed. Rogue ran over to pick up this absolutely stunning strapless grey ball gown that looked like it was vacuüm sealed to her body.

"Is that like the dress you're wearing to the dance?" Kitty asked

"You betcha darling." Was Rogue's reply

"Hey Jean take a look at this dress Rogue has." Kitty called out. Jean was slightly flabbergasted never in her time with the X-men had Rogue ever been so forward and revealing with her body.

"Rogue that dress is very…um" Jean couldn't find the words to describe what she was seeing.

"Ah know, it's almost perfect." Rogue replied

"What do you mean almost perfect what more could to it." Kitty asked. Rogue just smiled and placed the dress on the counter and went over in to the intimates section and began searching until she found exactly what she was looking for.

"My dear Kitty it is about what I can add to the dress it's about how little Ah wear underneath it." Rogue smiled devilishly. Then Jean and Kitty caught on to what Rogue had in mind. Kitty quickly walked over and grabbed her friend and roommate by the shoulder and turned her around.

"Rogue are you saying you and Peter are…..?" Kitty made a crude hand motion to indicate that she was talking about sex.

"Not yet but Ah hope to change his mind by the time the dance arrives." Rogue grabbed what she was looking at and then headed for the cash register leaving her two friends stunned.

"Please tell me we are not going to let her go through with this." Kitty asked Jean

"I'm afraid we are. There is nothing we can do Kitty, besides she is old enough to make her own decisions and she will be doing it with a decent guy. If anything we should be happy for her." Jean explained.

"Alight, like I totally get it ok but let's make sure she is safe ok." After they had finished shopping Kitty stopped by the local drugstore and purchased a box of condoms for her friend and then left for home.

**The present**

"Getting excited" Rogue heard from behind her, she turned around and saw a cute red-head standing behind her.

"You have no idea. It's Mary Jane right?" Rogue said as she greeted her boyfriend's old acquaintance

"Please call me MJ. Yeah I can tell you are getting excited, but it's not the dance you're looking forward to is it?" MJ Glanced at Rogue to suggest that she knew what Rogue was planning on doing.

"Ah have no idea what you mean." Rogue said coldly, as much of nice person MJ has been Rogue just couldn't help but feel jealous around her.

"Look Rogue I get it Peter is a great guy he and I have been friends since grade one. But here is a small piece of advice don't expect a lot from him he has a tendency to make promises and not keep them." MJ warned, but Rogue brushed it off.

"Maybe that was the case with you but Peter has never let meh down ever." Rogue said plunging her proverbial dagger directly into MJ's heart. Rogue smiled a little as she saw the look of hurt on her face.

"Look Rogue I won't lie to you and say that I am not a little jealous myself, but with that being said I don't want us to be at each-other's throats all night so how about we start from scratch and I can help you with getting ready." MJ offered genuinely.

"Ah would like that very much, however just so you know Ah don't trust you completely yet." Rogue said

"I understand." The two girls began to get dressed and then the other girls followed and they all enjoyed each other as they quickly became friends.

Across town Felicia Hardy was bringing her plan to ruin Peter to fruition she found the house she was looking for. It wasn't a huge home and from Felicia's point of view it looked about the size of a large boat house. However she would not be deterred she walked up the short driveway and knocked on the front door to the house where a slightly sick looking woman opened the door.

"What do you want?" The woman asked.

"Is this the Cassidy house?" Felicia asked.

"What's it to you if it is rich girl?" she replied

"Well if this is the place I am looking for Cletus Cassidy." Felicia spoke out.

"What do you want him for?" The woman said with fear in her eyes.

"He has something I need." Felicia reached into her purse and pulled out a wad of cash and waved it in front of her. The woman opened the door and let Felicia in and the little blonde handed her half of the money.

"He's in the back working in his lab." Felicia began walking through the dirty house.

"Just a word of warning girl, you do not want to get involved with him, that boy is not right in the head." The woman warned. Felicia was undeterred she walked out the back and into the garage where she found the light-haired teen mixing some chemicals into a beaker.

"Cletus Cassidy?" Felicia called out from outside the garage as she didn't want to get too close to him.

"That depends on who's asking ." The teen responded.

"My name is….." Felicia began to say but the boy just held up his hand cutting her off.

"No name's, that's rule number one."

"OK, I am need of your services." She stated. Cletus just turned his head and looked the girl over.

"What would a fine-looking thing like you want with anything I do." Cletus responded with a lustful look in his eyes.

"Look I am willing to pay whatever you want but what I need is something that will make a person behave out of the ordinary." Cletus just scoffed inwardly, this girl knew nothing about what it is he does.

"I'm afraid you will have to be a little bit more specific." Cletus said and then Felicia explained her plan which piqued the drug dealer's interest.

"I got just the thing. It will cost you $500 for the drug $100 for the rush order and one date for services rendered." Cletus said as he looked her over undressing her with his eyes.

"OK the money is no problem but a…..date." Felicia said hesitantly

"Well I don't work cheap my product is one of a kind made specifically for each customer that way no one can trace it back to me and of course given the nature of what you want to do I'd say my price is fair."

"$600 and you get to come to the party." Felicia countered

"Deal, give me a couple of hours to get things ready. I'll meet you at your party." Felicia placed the money on the table then left leaving the psycho meth dealer to do his work.

The boys decided to get ready at Harry's hotel room that is except for Kurt as he was having Problems with his Holowatch so he and Forge were busy trying to fix it. Harry went over to his friend and slapped him on the back lightly as he saw Peter desperately trying to fix his tie.

"Damn stupid thing won't go on straight." Peter complained

"Here let me." Harry said as he undid Peter's tie and began expertly tying the knot in a perfect double Windsor.

"Thanks Harry." Peter said to his friend.

"So are you looking forward to tonight?" Harry said smiling at his one and only friend.

"I am but I am not so thrilled about the after party." Peter said not getting what Harry was letting on about.

"You know for a genius you are awfully think headed." Harry said

"Yeah I get that a lot. But what are talking about?" Peter said quizzically

"Your girlfriend she is gearing up to "Do IT" with you tonight." Harry said. Peter turned a deep shade of red and could have been knocked over with a feather, then Scott came in and broke Peter out of his daze.

"Hey guys how do I look?" Scott asked as Peter just looked away trying to hide his red face from his team leader.

"Not bad but the shades have to go there dude." Harry said as he reached for them. Scott quickly reared back grabbing Harry's hand.

"Sorry it's nothing personal but I have an eye condition and these shades are a prescription of sorts." Scott said as he readjusted his glasses. Harry got a call from his driver letting him know he had arrived with the limo.

"OK guys the limo is downstairs and ready to go how you guys." Peter grabbed his suit coat and left first given the shock he just had he wasn't thinking clearly.

"That's odd?" Scott said

"What's that?" Harry replied

"Peter, he took off like a flash he didn't even wait for us." Scott said.

"Don't mind him he's got other things on his mind." Harry laughed inwardly and then grabbed the flower he bought and the remaining group took off for the mansion. A few minutes later the guys arrived and were greeted by Kurt who had gotten his image inducer fixed.

"About time you guys showed up zee girls have been waiting for you." Kurt yelled.

"Sorry the driver got lost." Harry apologized

"Is that the boys I hear." MJ spoke up. "Well better late than never." MJ came down the stairs wearing Terani Couture strapless mermaid gown in royal blue. Which got Kurt's head turning a few times.

"I have a girlfriend, I have a girlfriend." Kurt said to himself. MJ just smiled and took Kurt's arm the next one down was Kitty.

"So tell Harry am I like a ten or what?" Harry glanced up and saw his date wearing a hot pink Nicole Miller embellished V-neck gown.

"Ten nothing you just smashed the scale." Harry said looking sexy in his black suit. Kitty just smiled and joined her date. Jean followed next and Scott's jaw dropped all the way to China.

"Hi sexy, what do you think?" Jean was wearing a black and white Yigal Azrouel evening gown with a slit up to her mid-thigh. Scott just stood there and drooled which got Jean smiling brightly. Peter kept pacing back and forth until Rogue stepped out wearing Terani Couture, grey beaded Trumpet Gown and for the first time in his life Peter passed out from sheer pleasure. A quick slap later Peter woke up and he looked once more at his girlfriend.

"OH thank you god it wasn't a dream." Rogue just smiled wide and the group took off for the dance.

Felicia had just finished getting ready when she got a call on her phone from Cletus.

"Is it ready?"

"Oh yeah, it's ready where do you want to meet?" Cassidy asked

"At my party" Felicia said she gave him the address and hung up her phone and left for the dance.

The dance was in full swing, MJ found herself enjoying Kurt's company he was very attentive and was a complete gentleman. MJ felt that Kurt's girlfriend was a lucky girl and she wished she could find a guy just like him. Kitty and Harry really seemed to be hitting things off the two seemed to be enjoying each other Kitty was fascinated by Harry's stories about traveling all over the world. Harry found Kitty extremely interesting funny and sincere but not an airhead which Harry found very attractive. Peter was having a hard time concentrating and Rogue had noticed.

"Peter what's wrong you have barely said 5 Words to me all night." Rogue questioned.

"I'm sorry Harry told me something tonight that has my head spinning." Peter explained everything that Harry said and Rogue smiled evilly.

"Your friend is very observant." Rogue said confirming what Harry told Peter.

"WOW ok um I don't know what to say. I mean I am flattered but I don't think I am ready for that just yet." Rogue felt a bit disappointed and Peter saw her reaction he grabbed her chin and looked deeply into her eyes. "Thank you for caring that much about me that you would give me such a wonderful gift." Peter kissed her deeply and the disappointment Rogue felt soon melted away. The rest of the night went without incident and before they knew it, it was time for the party. The group arrived at Felicia's house and the best way to describe it was organized Chaos, the house was bursting at the seams with party hungry seniors and juniors. Felicia saw the Xavier group enter and began to set her plan in motion. In her hand Felicia held a vial of clear liquid that Cassidy gave her earlier she took the vile and poured the contents into several glasses except for one she mixed the solution and then carried them over to her new arrivals.

"Hi welcome to my party." Felicia said as she handed them their drinks making sure Rogue got the one without any of the elixir in it.

"Thank you guys for coming have fun all of you." Felicia then disappeared in to the crowded room. Harry held up his glass and proposed a toast.

"Merry Christmas everyone, Cheers." Everyone cliqued their plastic cups and drank down the liquid. Several hours later Peter woke up feeling very nauseous he found himself stripped naked and in a bed he took a quick look around and found his clothes strung about the room as he got up to move he found an arm draped across his chest he followed the arm and received a horrible shock MJ was in the bed with him also naked. Peter got up quickly and got dressed then he went to MJ and gently woke her up.

"MJ you need to get up something weird is going on here." MJ woke up and her hands went directly to her head as it was splitting like a quart of firewood. She went to sit up when she realized she wasn't wearing any clothes.

"Um Peter what happened?" MJ asked.

"We'll worry about that later right now you need to get dressed and we need to find the others." Peter left the room allowing MJ to get dressed. Once MJ was ready she and Peter set out to find everyone thankfully they weren't hard to find they had all crashed in the living room thankfully they were all dressed. Peter got to work waking them.

"Oh god my head" Kitty said as the X-men began to wake up.

"Before you ask I don't know what happened but we need to get back to the mansion and maybe Hank can offer some answers." Peter said and he began looking for Rogue as she wasn't with the others. Peter went from room to room trying to find her after a while he realized she wasn't in the house. He ran back downstairs to find the others awake and staring at Kitty's phone in shock over what she saw.

"Guy's I can't find Rogue." Peter said then each of them gave him a mix of concerned and disapproving looks. "What is it?"

Kitty handed her phone over to Peter he took a look and dropped the phone as he saw a very compromising photo of himself and MJ in bed naked together.

"Oh god I have to find Rogue if she had seen that photo….." Peter dropped off mid statement.

"Peter it's worse than you think that Photo has gone out to everyone at the School." Kitty said Peter felt even sicker to his stomach.

"Ok um….I think it's safe to assume Rogue isn't here let go back to the mansion and try to figure out what happened. Everyone left and got into Harry's limo and took off for the mansion.

Meanwhile Rogue was waking up in a strange room. She felt cold and she tried to cover herself and it was then she realised that she was tied to a bed, she looked down and saw she was only wearing her underwear and her nullifier. She felt a small pain in her other arm she looked and notice an IV was inserted in her arm.

"Aww your awake good." A high-pitched voice sounded.

"Who are you? Where am Ah?" Rogue asked.

"Oh don't worry my sweet you are quite safe for now and as for who I am well you can call me Cletus."


	24. Lost

AN: Warning strong drug use and Potential rape scenes ahead reader discretion adviced

* * *

Lost

Rogue was trapped, unable to reach her nullifier, and even if she could it wouldn't help her any. Rogue definitely did not want this psycho loose in her head! She was freezing; Rogue wanted nothing more than to be covered up instead of being stared at by this deranged asshole wearing nothing but a pair of crotchless panties and cup less bra that where worn for Peter. Rogue cringed at the memory of Peter and MJ.

Cassidy's sadistic grin broke Rogue's reverie. She could see him appraising every inch of her athletic body from top to bottom. She knew he had a plan and frankly did not want to know.

"You truly are a work of beauty my dear, but like all things in nature humanity comes along and destroys it. How I loathe humanity! Tell me what purpose does humanity serve? What purpose does existence serve? Our concept of what we consider important is nothing more than some vain attempt to bring order to natural chaos."

Rogue stared at the mad man defiantly, "What are going to do to me?"

"Now that is an excellent question my dear. You see I haven't decided yet. That is the beauty of Chaos. Nothing is predictable. Nothing is mundane or usual which is more beautiful than even you my dear. I had no intention of taking you but when I saw you crying I knew you and I were kindred. I could see in your eyes your love of chaos as much as me" Rogue could see the madness in Cassidy's eyes that sent a shiver down her spine." I took you to save you! To deliver you from this horrible existence that was forced upon you." Rogue was scared; in her lifetime she has met plenty of psychotic megalomaniacs while with the X-men. However this guy was different; Rogue couldn't quite pinpoint why but this man scared her. Cletus walked over to her sat down on the bed and gently caressed her face. This sent further shivers of repulsion down her spine.

"Your face is so pretty." Cletus leaned down and forcibly kissed Rogue but she fought back and bit Cassidy's lower lip. Cassidy screamed in pain and then Rogue let him go. She could taste the foul metallic tinge from Cassidy's blood mix with her own saliva Rogue just spit it out as best she could. Cassidy on the other hand just simply wiped his mouth of the blood and smiled.

"You got some fight in you, good! I love a girl with fight" A smile spread across his face that did not go to his shark like eyes. Cassidy got up from the bed and went to his work station and began to mix some chemicals together.

"What are you going to do with that?" Rogue questioned, fear rising in her throat.

"So full of questions aren't you?" Cassidy grabbed a roll of duct tape and ripped a piece free. "My dear I am going to help you see the wonder and beauty of oblivion." Cassidy shook with ecstasy and fulfilment. "I have such sights to show you." Cassidy took the tape and covered Rogue's mouth; effectively gagging her. Cassidy got up and went back to his table and began mixing his chemicals together. Rogue silently cried as fear and panic grew inside her. She pondered how this happened and started thinking of the events that led up to her being captive to this maniac.

**Several hours earlier…..**

Everyone just finished the drinks that Felicia served them; they were delicious but had a strange aftertaste. Rogue had never had alcohol before, she wasn't sure if she liked it as the drink was still burning her throat something fierce. She adjourned herself from the group, looking for a bathroom but all were busy. Rogue had no choice but to wait her turn. After several people cutting in front of her and warning from Rogue to the guy behind her to keep his hands to himself, Rogue finally made it. She quickly washed the makeup off her face and did her business. She searched through the house trying to find her friends and Peter but they had disappeared, finally she spotted Felicia.

"Hello Rogue looking for something?" Felicia asked a little too happy for Rogue's liking.

"Have ya seen Peter and the others?"

"Why yes, most of your friends are down in the pool room taking a dip. Actually though, I thought I saw Peter go upstairs with that red-headed friend of yours. Mary or something like that? MJ I think is her name!? " Rogues stomach dropped this couldn't be happening again not to her!

"What room?" she asked Felicia. "WHAT ROOM!?" Rogue could feel the panic rising from the pit of her stomach.

"Oh! My room of course! I told them it was the best place to do…..you knows… talk." Felicia snidely remarked; a perverse sense of satisfaction spreading in her chest as Rogue ran off to find Peter.

Rogue rushed up the stairs as fast as her dress would allow, she found Felicia's room. Rogue stopped in her tracks, taking a deep breath and saying a silent prayer as she pushed the door open. Rogue's heart shattered in to tiny shards as she saw her boyfriend, her love, Peter naked in bed with Mary Jane. Memories of Remy cheating came flooding back and Rogue ran; only stopping once the heel of her shoe broke. Rogue looked around, disoriented, standing in the cold early winter night crying. She quickly realized she was in the front yard and wondered what had made her stop? Was that rustling in the bush she heard? Rogue quickly brushed it off as paranoia, after all that she had just seen why would anyone be sneaking around in bushes? Rogue suddenly noticed a dark shadow moving quickly towards her, but by the time she could comprehend what was happening the world around her became nothing but terrible blackness. Cletus had quickly snuck up behind Rogue and placed a chloroform soaked rag on her face Rogue struggled at first but she quickly succumbed to the powerful drug, "There now, hush my goddess Eris, all will be well. All will be well"

As Rogue finished piecing the night events back together and started to struggled against her constraints, she knew she was trapped with no way of escape. All she could hope for was her friends. Rogue watched as Cassidy finished mixing chemicals and extracted the mixture from the beaker using a syringe. He slowly walked over to Rogue holding the needle in his hand with his shark like grin plastered on his face. Rogue's panic started to rise and started to attempt to struggle harder to get free.

"Oh, my beautiful Eris, resistance is pointless. Just sit back and relax, embrace the chaos that will soon enter your body and expand your mind." Rogue started to feel a warm quiet come to her body as Cassidy injected the syringe into Rogue's IV. Last thing Rogue remembered before the world slipped away was her screaming against the tape as Cassidy stood over her saying "Oh my darling Eris all will be well. All will be well." His shark like teeth smiling down on Rogue "Don't fight my Eris, just let it happen." As Rogue tried to come up with one more scream, Cassidy placed his lips on hers and the world faded to an empty blackness.

Back at the mansion the X-men were dropped off while MJ and Harry ran back to his hotel to get a change of clothes they would be back soon. Everyone quickly ran in to find Logan the professor and Hank.

"Professor we have a problem." Jean said as she barged in to his office.

"Indeed we do Jean where is Peter?" Charles asked

"I'm here Professor." Peter said as he barged in

"Good perhaps you can explain this." Charles said as he turned his laptop around to show the picture of him and MJ in bed together. Peter just groaned.

"Look Professor I wish I could explain it but we have bigger problems." Peter said urgently

"Really what could be worse than this." Charles said

"Rogue is missing." Peter said flatly.

Charles ignored the photo for the moment when he heard this.

"How long has she been missing?" he asked the group.

"We don't know everything from the time we woke up today and the time we arrived at the party is a complete blur." Scott answered

"We were thinking that Cerebro might be able to find her." Peter said

"Of course I'll get on it right away. In the meantime I suggest you get cleaned up and have Hank check you out." Charles suggested and everyone agreed.

"Oh Professor you may wish to have Hank fitted with a Holowatch as MJ and Harry will be back here soon. Bad enough they had a bad experience last night no need to bring the existence of mutants to the table just yet." Peter stated

"Of course Peter, I'll tell Hank right away." Everyone left to go and get cleaned up and Charles went to Cerebro. About 30 minutes later Harry and MJ arrived back at the mansion the duo was quickly moved to the exam rooms down in the basement where everyone who was at the party was getting blood taken as well as getting a physical. The professor arrived shortly later to update them on the search for Rogue.

"Have any luck professor?" Peter asked quickly.

"No I am afraid not. I have informed the police of the current situation and they assured me they will do their best to find her." Charles explained. "Do you have any idea what has happened to them Hank?" Charles asked Hank.

"I think I have Charles." Hank said looking at the test results from the blood samples. "I found traces of several narcotics and benzodiazepine in their systems, which would account for the loss of memory."

"Ok so what does that mean?" Kitty asked

"Using simple terms Kitty we were roofied" Harry said aloud.

"I am afraid so." Hank confirmed

Peter started doing the math but some pieces were still missing.

"Hank, what are some of the effects of this combination of drugs?" Peter asked

"Well I am guessing here, but at the administration of the drug euphoria would set in almost instantly then after that would come the crash, which would place the subject into an almost coma like state." Beast offered.

"Ok so given your knowledge of these drugs would a person be able to perform sexually?" Peter grimaced as he said that last word.

"In my professional medical opinion you would lucky if you could walk let alone have sex." Peter felt his heart flutter as the relief washed over him he walked over to MJ and gave her a happy hug.

"Forgive me MJ I didn't know this was going to happen and I am glad we didn't…." Peter started drifting off not knowing how to say what he was experiencing.

"It's ok Peter really." She said comfortingly

"Don't get me wrong I would be a lucky man if we had done it but I love Rogue."

"Don't worry tiger I am not hurt." MJ sighed as part of her felt cheated at not being able to share her first time with the man that had been the object of her secret affection.

"Ok so now that is solved how do we find Rogue?" Logan pressed.

Peter ran out of the lab and grabbed his spider suit and equipment from the locker room and left before anyone could stop him.

Back at the garage things were getting serious. The drugs Cassidy was using were beginning to really mess with Rogue she didn't know if she was alive or dead, if she was awake and hallucinating or asleep and dreaming all she knew was that she had never felt such peace in her young life. colors of different intensities flooded her vision people began floating in and out of her it was like she was touching the sky and she loved it. Cassidy mixed another batch of his special cocktail together and then started pumping more drugs into her increasing the intensity of her visions.

"That's it, right now you are at chaos' doorstep, soon it will welcome you fully and when it does I will set you free my dear Eris." Cassidy reached into a nearby cabinet pulled out a long machete and began sharpening it. Rogue began to roll around a bit and moan which really began to stir something in him, he didn't know what to call it but he was intrigued. The closest thing he could compare it too was lust. For a brief moment Cassidy considered indulging in some carnal delights before he set her free. Maybe just maybe he would give her the gift of carrying his seed inside her for the short time she remained. He walked over to her he reached out with his hand and began caressing Rogue's exposed breast. Rogue moaned in pleasure of the feel of his hands on her. Cassidy quickly removed his clothes he undid the leg straps and opened her legs so he could enter her just as he was about to take her maidenhood. Rogue's eyes shot open glowing an electric blue. Cassidy jumped off the girl and watched in terror filled with awe at what he was seeing.

"Oh my, this must be a sign but what could it mean, no she can't be sacrificed just yet. could she be the one, what must I do." Cassidy tried to calm himself but the only thing he could do was take a hit of one of his custom drugs. Once he had injected himself and the poison began pumping through his system, his mind began to slow and his thoughts became coherent enough that he knew what must be done.

"Yes you are the chosen one." Cassidy went to his secret stash of chemicals and began mixing them into his next dose for her. "If I am right this mixture will allow you to see beyond the veil of this existence and you will be able to truly see what I am seeking and if I am wrong your heart will explode and you shall die." Cassidy injected her IV with the solution and Rogue began to convulse as soon as the drugs entered her system. Thrashing back and forth the restraints barely held as she flailed around and she began to scream.

"Peter!" She yelled in her drug induced state as her eyes opened once more and instead of the electric blue they had once been they began to glow a steel grey. Almost immediately her heart rate began to slow and then soon after she was no longer in danger. Once she was safe her eyes went back to their normal emerald-green.

"Yes! I knew it. You are indeed chosen." Cassidy went back to his table and opened a tin box and inside were candles and matches. He set the candles around Rogue and lit them. Cassidy then kneeled beside Rogue's bed and began to pray to whatever warped deity he believed in.

"The time has come I will prepare our way to the next world, and you shall be a queen my dear Eris." Cassidy bowed his head and left to get the final element to his plan.

Spider-man swung through the air pushing himself faster than he had ever gone before. He was on a mission and he knew exactly where to start. Before he knew it he was swinging over the Hardy house Peter swung up to the roof and began scouring the terrain it was time consuming but he had to do this right. As he peeked over the side of the house Peter saw Felicia in a black bikini sunning herself as her house staff cleaned up the mess from the party. Peter attached a web-line the edge of the house and began to lower himself upside down till he was suspended above Felicia.

"I hope your proud of yourself?" Peter said. Felicia opened her eyes to find the red and blue clad superhero hanging above her head.

"Why whatever do you mean….Spider-man?" Felicia said as she moved her sunglasses from her eyes.

"I know what you did to the Parker kid and his friends." Peter responded.

"I have no idea what you're talking about, besides what does a famous superhero care about some nerdy high school kid anyway? Oh and you're in my sun would you mind moving." She said arrogantly.

Peter jumped down, he grabbed Felicia by the throat and held her up against a nearby pillar and began to lightly squeeze.

"Listen you over indulged self-absorbed little brat, Parker is a friend of mine and his friends are mine as well. Your actions last night have repercussions, now he wasn't able to tell me everything that happened so I want to hear it from you." Peter threatened

"OK, OK…..I went to this guy that some of the seniors get their drugs from, this guy can make anything from steroids to PCP, I went to him to get something to drug Parker and his friends that is except for the Goth chick. I wanted to get even with Parker for embarrassing me at school so at the party some friends and I took him and his red headed friend of his and carried him to my room we stripped them naked and began taking photos then I told his girlfriend where to find him, that's all that happened I swear." Felicia confessed.

"Who was it you went to? What is his name?" Peter questioned and squeezed a little tighter.

"His…name….is…..Cletus…Cassidy." she squeaked out. Once Peter had what he needed he let her go and let her fall the ground. He reached for his belt and switched the tape recorder he had grabbed when he left the mansion.

"If I were you I'd get a good lawyer." Peter fired a web-line and swung off when he got far enough away he activated his communicator.

"Spider-man to base, Spider-man to base, come in."

"Spider-man where have you been, what's your location over." Kitty answered

"I am just leaving the Hardy house now, call the police and inform them of what happened and that we have proof of her involvement." Peter said

"Understood, are you headed back to base?" she questioned

"Negative I have a lead on who might have Rogue. Can you run a search for a Cletus Cassidy?"

"One moment" Kitty went to her computer and began searching "OK Cletus Cassidy, wanted in 4 states for drug violations ranging from distribution to manufacturing. Also he is a person of interest in several homicides of dark haired females as well as assorted other felonies. He is believed to be schizophrenic with homicidal delusions."

"Does he have a current residence with the city of Bayville or the surrounding smaller towns." Peter asked.

"Last known location was on 5th and Hope." Kitty responded

"Alright I am not far from there have the team meet me there as soon as possible, Spider-man out." Peter shut off his communicator and swung to the location he was given. After 3 very long minutes Peter arrived at the location he scouted the area again like before, this time he couldn't be overt he had to be stealthy. Peter fired a web-line and crawled silently on it until he was over the top of the dilapidated house. Peter carefully dropped down on to the roof and moved to the edge. He was careful as he moved one missed step and he could go through the rotting roof. Peter heard a high pitched voice and he looked down to see a red headed man wearing nothing but a pair of torn skinny jeans walk out from the house. Peter assumed this was Cassidy Peter made notice that he had in his hand a large machete and he watched him as he ran his thumb along the edge to test the sharpness of the blade and then began walking toward the garage. Peter climbed off the roof and quietly made his way up to the man he was about to pounce on. Peter was inches away when he noticed Rogue tied to a bed wearing next to nothing. In that moment of hesitation Peter stepped on a small branch alerting the red-headed maniac to his presence. Cassidy quickly struck at Peter with the machete slicing through the material of his suit and making a large incision along Peter's stomach.

"Who the fuck are you?" Cassidy yelled.

Peter grunted "Me, I am your not so friendly neighborhood Spider-man and I here for the girl."

"You can't have her, she is the chosen one, the embodiment of pure chaos." Cassidy spouted.

"Ok…. Someone's cheese has slipped of their cracker." Peter said as he dodged each attack from the deranged psycho.

"You…will…not…take…her" Peter had enough of this he loaded his stinger dart and set it for a minimum dose as Peter could tell the man was tripping on some serious drugs, He fired the dart it flew through the air as it impacted on his skin and delivered its non-fatal payload into his opponents blood stream. Cassidy fell to the ground like a lump, unable to move or even talk. Peter quickly opened the door and found Rogue with an IV in her arm and wearing practically nothing, he grabbed a blanket and wrapped her in it as he quickly undid her restraints then he removed the IV and placed a make shift bandage around it that he made from a piece of cloth nearby. Peter picked her up and carried her bridal style and was about to leave when Peter saw Cassidy blocking his path.

"You evil, evil arachnid." Cletus spouted.

'Why is it always the psycho's that get it right?' Peter thought to himself.

"I will not allow you to ruin what I have worked so hard to achieve. She is perfect, the one who will show me the truth behind the vale." Cletus grabbed a lit candle and held it next to his gas supply for his Bunsen burner.

"Whoa easy there buddy one wrong move and this place goes up like a roman candle on the fourth of July." Peter warned.

"Give her back to me and I'll make your death quick." Cletus said.

"You see you had me until that moment." Peter said as he fired a web-line into Cassidy's face blinding him Peter took his moment and ran for the door knocking the drug dealer aside. Cassidy fell to the ground and the candle caught a pile of rags on fire. The blaze was small at first and then it spread to Cassidy's work bench where the collection of volatile chemicals were stored. Cassidy pulled with everything he had to clear his vision and with one mighty pull the webbing came free, he allowed his eyes to adjust and he realized his work station and all his equipment were now ablaze.

"No!" Cassidy yelled as grabbed a towel to try and put out the blaze, but all it did was spread the fire Cletus was trapped only he didn't know it.

Outside Peter laid Rogue on the ground he checked her for a pulse and that she was breathing. Breathing a sigh of relief Peter heard Cassidy inside trying to put out the blaze. He got up and ran back to the drug den where he found the drug dealer caught in fiery ring of fire (No pun intended). For a moment Peter was tempted to let the man die but he couldn`t as much as he wanted to. He fired two webs they flew through the blaze and grabbed Cassidy, Peter pulled with everything he had and Cassidy went flying through the air and crashed through the wall and he fell to the ground outside safe from the fire. Peter ran out and encased him in a thick coating of his webbing so he couldn`t escape. Peter was about to pick up the two and swing away but the fire made its way the gas storage container and the garage exploded in a great fireball.

Peter covered Rogue with his body until the explosion died down he laid her on the ground and reached for his communicator.

"Spider-man to base, I found Rogue inform the police of my location as well as the fire department."

"Roger that Spidey." Kitty replied

"Also have the med bay ready Rogue is in bad shape."


End file.
